Affiliate Terms & Conditions

Pursuant to this Agreement, CX Digital Media Inc. and Publisher shall agree to the following terms and conditions for the receipt of advertising materials ("Creative") from advertising Customers ("Customers"). This includes the serving, tracking and reporting of each Campaign made on the CX Digital Media Affiliate Network (the "Network") to Publisher Websites ("Websites").

DEFINITIONS:

• Click-throughs (“CPC”)

CX Digital Media's CPC program offers websites the opportunity to generate revenue based on the cost-per-click (“CPC”) advertising model. A click is counted when a unique visitor to a Publisher's website clicks on an advertisement.

• Impressions (“CPM”)

CX Digital Media offers websites the ability to receive payment on a cost-per-thousand (“CPM”) structure. The Publisher is paid a fractional amount when a banner is shown to a visitor. Banner views are aggregated on into groups of one thousand impressions and payments are calculated for each one thousand banners shown.

• Cost Per Acquisition (“CPA”)

CX Digital Media's CPA program offers websites the opportunity to generate revenue based upon customer interaction with advertisements on their website which lead to an acquisition. An acquisition is deemed complete when a customer clicks through a banner/advertisement or email solicitation and completes an action as defined by the client. The greater the amount of information requested by the client generally dictates a higher payout to the Publisher.

• Cost Per lead (“CPL”)

CX Digital Media's CPL program enables Publishers to add promotional features to their websites as approved by CX Digital Media, and to send data to CX Digital Media for which the Publisher will be eligible for compensation in accordance with, and subject to, this Agreement.

USE POLICY:

1. Membership:

Membership in the CXDigital.com Network is subject to prior approval of CXDigital.com. CXDigital.com reserves the right to refuse service to any new or existing Publisher, in its sole discretion, with or without cause. Approval of membership in the CXDigital.com Network is limited only to the specific root URLs for which Publisher has applied for approval. CXDigital.com reserves the right to withhold approval of membership in the CXDigital.com Network based on Website primary language. CXDigital.com reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Publisher or Website for any reason at any time, with or without notice to the Publisher and regardless of whether such Publisher or Website was previously accepted.

2. Approval of Publisher:

Registration with CX Digital Media shall not confer any right on Publisher to market or promote any Programs (as defined below) made available by CX Digital Media on the Site on behalf of its clients (the “Advertisers”). All prospective publishers need official approval from CX Digital Media before they can become Publishers. Only approved Publishers are permitted to use the Site. CX Digital Media reserves the right to withhold or refuse approval for any reason, whatsoever.

In order to be eligible to become a Publisher, all websites, affiliated websites and e-mail distribution lists (collectively the “Media”) must meet the following criteria:

1. All Publishers that wish to send e-mail advertisements must have permission based opt-in databases with functional unsubscribe mechanisms;
2. Publisher websites must be content-based, not simply a list of links or advertisements, nor can the sites be centered around making money off of the Advertisers;
3. Publisher websites must contain only English language content (other than incidental use of a foreign language);
4. Publisher websites must have a top-level domain name;
5. Unless otherwise approved in writing by CX Digital Media, Publishers may not offer incentives to users as means to enhance the performance of any Program (as defined below); incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;
6. Publisher websites must be fully functional at all levels; no "under construction" sites or sections; and
7. Spawning process pop-ups and are prohibited.
8. Websites must not contain, promote, have links to profanity, sexually explicit materials, hate material, promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of CX Digital Media.
9. Websites must not promote or reference software piracy (warez, cracking, etc.), hacking, phreaking, emulators, ROM's, or illegal MP3 activity.
10. Websites must not promote illegal activities or violations of the intellectual property rights of others.
11. Websites must not be personal web pages, non-English language pages, or FREE hosted pages (Geocities, Xoom, Tripod, Talk City, etc.)
12. Websites must not promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail.
13. Websites must not be advertised or promoted through the use of unsolicited bulk email, or allow website members or customers to engage in similar activities through Publisher's Web Site, including those activities prohibited by this agreement.

4. Representation: Publisher represents and warrants that:

1. It is the owner or is licensed to use the entire contents and subject matter contained in the Website.
2. The Website is free of any "worm", "virus" or other device that could impair or injure any person or entity.
3. The Website does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement
4. The Website does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity.
5. Publisher is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply.
6. The Website does not and will not infringe any copyright, trademark, patent or other proprietary right. Publisher grants CXDigital.com and the customer the right and license to transmit the Creative to the Website.

CX Digital Media shall pay any amounts due to the publisher on the 1 st and 16 th of every month for the revenue generated between the 1 st to 15 th and 16 th to 31 st respectfully. CX Digital Media reserves the right to reduce any payments owed to Publisher as a consequence of any offsets taken by Advertisers for invalid Events, technical errors, tracking discrepancies and the like. CX Digital Media shall compile, calculate and electronically deliver data required to determine Publishers billing and compensation. Any questions regarding the data provided by CX Digital Media need to be submitted in writing within 10 business days of receipt, otherwise the information will be deemed accurate and accepted as such by Publisher. All amounts will be paid in US dollars. No checks will be issued for any amounts less than $50 US Dollars (the "Payment Threshold"). All such amounts below the Payment Threshold shall be aggregated and paid when the Payment Threshold has been met. CX Digital Media will not pay for any Events that occur before a Program is initiated, or after a program terminates. Invoices submitted to CX Digital Media and payments made to Publisher shall be based on the Events as reported by CX Digital Media. CX Digital Media will not be responsible to compensate Publisher for Events that are not recorded due to Publisher's error or for non payment by the Advertiser. CX Digital Media may require a Publisher to provide a W-9, and similar such information, as a condition to payment.

6. Termination:

CXDigital.com reserves the right to terminate any Publisher's relationship with the CXDigital.com Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon receipt of such termination notice, Publisher agrees to immediately remove from his/her website CXDigital.com’s html code for serving Creative from CXDigital.com. Publisher will be paid, in the next scheduled payment cycle, all legitimate earnings due up to the time of termination. Upon termination, and in the event that blatant fraudulent activities have been documented in the CXDigital.com server logs, no past or future payments will be made by CX Digital Media to the publisher

CXDigital.com reserves the absolute right to refuse to affiliate with any Publisher. CXDigital.com does not accept Websites that produce or provide adult content. CXDigital.com does not accept Websites that engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking. CXDigital.com does not accept Websites that are: under construction, hosted by a free service, personal home pages, or do not own the domain they are under. CXDigital.com ad codes can not be used on Webpages that contain forums, discussion boards, or chat rooms. This Agreement is voidable by CXDigital.com immediately if Publisher fails to disclose, conceals or misrepresents itself in any way. In addition, CXDigital.com may in its complete discretion refuse to serve any Website that it deems appropriate. To insure compliance with this Agreement, any Publishers that change their content after approval for membership MUST notify CXDigital.com of the changes in writing IMMEDIATELY. We prefer you notify us ahead of time of any major changes in content or design. Notices should be sent to Admin@CXDigital.com.

8. Spam Indemnification:

Publisher agrees to indemnify and hold CX Digital Media, its Advertisers and their respective affiliates, employees, officers, agents, directors and representatives (“CX Digital Media Indemnified Parties” or “VCIP”), harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) (collectively “Losses”) arising out of or in connection with CX Digital Media's use of the email list provided by Publisher (including, but not limited to alleged violations of the Can-

9. Spamming:

Publisher warrants that it will not send any commercial email to any person who has requested not to receive email from the Publisher and/or Advertiser and that they are in full compliance with the Can-Spam Act. Publisher also understands that upon doing so it automatically forfeits the right and claim to any revenue generated for its account, and Publisher's account will be immediately terminated. Publisher further agrees that all of Publisher's business will be in compliance with all local, State, and Federal anti-spam policies and all other applicable laws.

10. Reselling Data/Campaigns:

Publisher agrees not to broker or resell any campaigns or creative materials from CX Digital Media's Advertisers, or Agencies to any other party without express written permission from CX Digital Media. Publisher also understands that upon doing so, it automatically forfeits the right and claim to any revenue generated for its account, and its account will be immediately terminated. Breach of this provision will cause Publisher and its web property to be liable for all damages related to such breach.

CXDigital.com audits every Publisher's traffic on a daily basis. Publishers that produce commit fraudulent activities, including false clicks, false impressions, and incentivised clicks (that have not been previously authorized in writing), will have their account permanently removed from our network and will not be compensated for fraudulent traffic. If fraud is suspected or detected, Publisher’s account will be made inactive pending further investigation.

Publisher accounts are flagged that:

• Have click-through rates that are much higher than industry averages and where solid justification is not evident to the reasonable satisfaction of CX Digital Media;
• Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported;
• Have shown fraudulent leads as determined by the Advertisers;
• Have much higher conversions per click rates than industry averages and where solid justification is not evident to the reasonable satisfaction of CX Digital Media; or
• Use fake redirects, automated software, and/or fraud to generate Events from the Programs.

If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre- population of forms or mechanisms not approved by CX Digital Media or use of sites in co-registration campaigns that have not been approved by CX Digital Media), as determined solely by CX Digital Media, Publisher will forfeit its entire commission for all programs and its account will be terminated. If Publisher is notified that fraudulent activities may be occurring on its Media, and Publisher fails to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to CX Digital Media, Publisher shall be responsible for all costs and legal fees arising from these fraudulent activities. In addition, in the event that Publisher has already received payment for fraudulent activities, CX Digital Media reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Publisher.

12. Code:

CXDigital.com ad codes must not be modified from original format without consent from CXDigital.com. Publisher agrees to use the ad code provided for displaying Creative not more than ONCE per page view. Ad codes cannot be placed in email messages. CXDigital.com ad codes can not be used on Webpages that contain forums, discussion boards, or chat rooms. Publisher can not alter, copy, modify, take, sell, reuse, or divulge any CXDigital.com computer code, except as is necessary to partake in the CXDigital.com Network, provided, however, with the prior approval of CXDigital.com, a Publisher may, in certain instances, modify the CXDigital.com computer code for purposes of inserting certain pre-approved language above or below an advertisement served by CXDigital.com. Requests for language approval should be sent to Admin@CXDigital.com.

13. Data Reporting (Stats):

CXDigital.com is the sole owner of all website, campaign, and aggregate web user data collected by CXDigital.com. Publisher only has access to campaign data that is collected through the use of their inventory. Customers only have access to website and web user data that is collected as part of Customer's campaign.

14. Scrubbing Leads:

Each Program shall have its own criteria for determining the validity of a lead (the “Lead Requirements”), which shall be detailed in the section entitled "Special Terms" included in the on-site offer summary and the offer-specific instructions emailed by an CX Digital Media Account Executive. CX Digital Media shall only pay for net or billable leads (“Billable Leads”), which are determined by taking the gross leads from a Program and deducting Invalid Leads and Returned Leads. “Invalid Leads” are those leads that do not meet the Lead Requirements. Examples include, but are not limited to, leads that are missing data, do not meet filter requirements, are incorrectly formatted or do not meet certain phone, email and CASS (postal address) validations. “Returned Leads” are those that have met the Lead Requirements, but are rejected due to inaccurate data or the inability to verify user information. Examples include, but are not limited to, leads for which the registrant is not at the phone number or address submitted, "unsubscribes" prior to being contacted, is on the "Do Not Call List", replies with "Did Not Request This Information" or the lead is a duplicate in the Advertiser's database. The CX Digital Media proprietary lead processing system is responsible for detecting and tracking Invalid Leads. The Advertiser is generally responsible for detecting and tracking Returned Leads. Billable Leads will generally be determined by the 10th of the subsequent month and will be displayed on the CX Digital Media site when available. Accordingly, any statistics regarding Billable Leads appearing on the Site during the month in which the Program is running are preliminary and are subject to adjustment as provided herein.

15. Use of Leads:

Publisher hereby acknowledges that the collection of the Leads is being done solely for the benefit of CX Digital Media or its Advertiser. Therefore, other than providing the Leads to CX Digital Media for delivery to the Advertisers, Publisher may not use, sell, transfer or assign or attempt to monetize the Leads for its own purposes. All right, title and interest in the Leads shall vest exclusively in CX Digital Media or its Advertisers.

To insure timely payment, Publishers are responsible for maintaining the correct contact and payment information associated with their account. Payment Profile information must be updated by the last day of the month to be reflected in the next payment. This must be done online using the Publisher's account. Any and all bank/service fees associated with returned or cancelled payments due to any error in the Publisher contact or payment information are Publisher's responsibility, and will be deducted from re-payment.

17. Relationship of Parties:

For purposes of this Agreement, each party shall be and act as an independent contractor. This Agreement does not constitute, create, or give effect to any employer/employee or franchiser/franchisee relationship, nor any joint venture, partnership, limited partnership, or agency among the parties, and the parties hereby acknowledge that no other facts of relations exist that would constitute, create, or give to effect any such relationship between them. Neither party has any right or authority to assume or create any obligation or responsibility on behalf of the other party except as may from time to time be provided otherwise by written agreement signed by both parties.

18. Assignment:

This Agreement shall be binding upon and inure to the benefit of the parties hereto, their subsidiaries, and their respective successors and assigns, provided that neither party may assign any of its rights or privileges hereunder without the prior written consent of the other party except to a successor in ownership (for example, by merger or acquisition) of all or substantially all of the assets of the assigning party, and which successor shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by the assigning party. Any attempt at assignment in derogation of the foregoing shall be held null and void.

19. Indemnification:

Publishers will at all times indemnify and hold harmless the CX Digital Media Indemnified Parties from and against any and all Losses arising out of any arising out of the Publisher's breach of any representation, warranty or obligation hereunder, or any alleged breach of any representation, warranty or obligation to any other party.

20. Limitation of Liability:

CX DIGITAL MEDIA SHALL NOT HAVE ANY LIABILITY TO THE PUBLISHER FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT CX DIGITAL MEDIA'S TOTAL OBLIGATIONS AND/OR LIABILITY CAN NEVER EXCEED THE VALUE OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION.

21. Representations:

Each party represents and warrants that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereunder, and that any material provided by it to the other party for display on the other party's site will not infringe on any copyright, trademark or other proprietary right of any third party.

22. Severability:

If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such decision shall not affect the validity of any or all of the remaining portions thereof.

23. Force Majeure:

Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, failure of communications systems or networks, embargoes, war, acts of war (whether war is declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay of the failure to perform as noted above.

24. Entire Agreement:

This Agreement constitutes the entire agreement and supersedes all prior agreements of the parties with respect to the transactions set forth herein. CX Digital Media reserves the right to modify these terms and conditions at its sole discretion. Publishers are entitled to review these terms and conditions periodically.

25. Governing Law:

This Agreement will be governed by and construed under the laws of the State of California without regard to the conflicts of law provisions thereof. Any action relating to this Agreement must be brought in the federal or state courts located in the County of Los Angeles, California, and Publisher irrevocably consents to the jurisdiction of such courts.

26. Confidentiality:

Each party acknowledges that it will not disclose the confidential information of the other party, except to its employees and professional advisors and except as required by law.

27. Applicability:

In This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither CXDigital.com nor Publisher shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the CXDigital.com website Publisher interface are explicitly bound by this Agreement.

28. Public Release:

Publisher shall not release any information regarding Campaigns, Creatives, or Publishers relationship with CXDigital.com or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of CXDigital.com. CXDigital.com shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of CXDigital.com and Publisher.

29. Remedy:

If any Publisher violates or refuses to partake in their responsibilities, or commits fraudulent activity against us, CXDigital.com reserves the right to withhold payment and take appropriate legal action to cover its damages.

Audit: CXDigital.com shall have the sole responsibility for calculation of Publisher earnings, including Impressions and click through numbers. In the event Publisher disagrees with any such calculation, a written request should be sent immediately to CXDigital.com. CXDigital.com will provide Publisher with an explanation or adjustment of the numbers which shall be final and binding.

30. Modifications:

CXDigital.com reserves the right to change any condition of this contract at any time, notification may be provided to Publishers but is not required.

Privacy: Publisher shall support CXDigital.com’s commitment to protect the privacy of the online community; such commitment is set forth in CXDigital.com’s Privacy Policy located on www.CXDigital.com which is hereby incorporated into this Agreement.

31. Waiver:

No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.

Ability to Enter into Agreement: By executing this Agreement, Publisher warrants that Publisher (or Authorized Representative of Publisher) is at least 18 years of age, and that there is no legal reason that Publisher cannot enter into a binding contract

All notices to be sent to:

CX Digital Media Inc.
Sunroad Corporate Centre
4445 Eastgate Mall, 2nd Floor
San Diego, 92121 USA