Affiliate Agreement This Affiliate Agreement ("Agreement") contains the complete terms and

conditions between, Newfold Digital, Inc., and its subsidiaries, affiliates, predecessors,
successors and assigns (“Provider”) and you, regarding your application to and participation
in, the Provider Affiliate Program (the “Affiliate Program”) as an Affiliate of Provider, and the
establishment of links from your website to Provider’s Website. The terms of this Agreement
are subject to change by Provider without prior notice, but we will try to notify you of such
changes in advance. BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING
IN THE AFFILIATE PROGRAM, YOU CONFIRM THAT YOU HAVE READ AND AGREE TO
BE BOUND BY THIS AGREEMENT AND THE APPLICABLE PROVIDER TERMS AND
CONDITIONS.

1. Definitions
a. "Affiliate" - The business, individual, or entity applying to or participating in
the Affiliate Program, or that displays Provider services and/or promotions on
the Affiliate Site, or other means, using an affiliate tracking code in exchange
for receiving a commission from Provider for sales directly resulting from such
display.
b. "Affiliate Dashboard" - The Affiliate Dashboard is used by Affiliates to track
commissions, view reports, and update contact information and payment
preferences.
c. “Affiliate Platform” - An internal or third party platform, including without
limitation, Impact Tech, Inc. (“Impact Radius”) used by Provider to track
Affiliate performance, including specific referrals and commissions earned
through the Affiliate Program.
d. "Affiliate Site" - The Affiliate's website which displays Provider Services
and/or promotions. "Provider Services" - The services that are available for
purchase from Provider. "Commission Fees" - The amount you will be paid for
each Qualified Purchase by a Referred Customer subject to any applicable
Commission Threshold and pursuant to the terms of this Agreement.
e. “Commission Threshold” - The amount of Commission Fees as determined
by Provider in its sole discretion an Affiliate must accrue prior to receiving a
payment from Provider.
f. "Qualified Purchase" - A sale of Provider Services by Provider, with a term
of one (1) month or longer, to a Referred Customer that is not excluded under
the Agreement.
g. "Referred Customer" - Each new and unique customer referred from Affiliate
through a Link (as defined in the Agreement) that provides valid account and
billing information.
h. “Terms of Service” – The terms of service agreed upon between Provider
and a Referred Customer relating to the Provider Services.
i. “Provider’s Website” – The Provider designated website that Affiliate shall
link to from Affiliate Site.

2. Applying for our Program

a. To begin the enrollment process, you must submit a completed Affiliate

Program signup form.
 b. We will evaluate your application and will notify you of your acceptance or
rejection in a timely manner. We may reject your application if we determine
(in our sole discretion) that your website or promotional method is not suitable
for the Affiliate Program for any reason, including, but not limited to, its
inclusion of content that is unlawful or otherwise violates Provider’s
Acceptable Use Policy, as determined in our sole discretion.
c. If we reject your application, for any reason, you may not re-apply to the
Affiliate Program utilizing the same domain name/URL or reapply using a
different domain/URL name and then add the previously rejected domain
name/URL to your Affiliate Dashboard. Provider, in its sole discretion,
reserves the right to reject or remove any prospective affiliate from the
Affiliate Program at any time, with or without notice.

3. Promotion of our Affiliate Relationship

1. Use of Links. If you qualify and agree to participate as an Affiliate, we may

provide you with access to graphic and textual links and JavaScript code
(each referred to herein as a "Link" or collectively, as the "Links") that you
may use to promote Provider Services. Links will serve to identify your
website as a member of the Affiliate Program and will establish a link from
your website or e-mail to Provider Website.
2. The You agree to cooperate fully with us to establish, display, and maintain
such Links. You further agree that your use of the Links must be in
compliance with this Agreement at all times. Provider may modify the Links
from time to time in its sole discretion. You will not use graphic or textual
images (indicating a Link) or text messages to promote Provider that are not
approved in advance by Provider. Furthermore, you agree not to use cookie
stuffing techniques that set the affiliate tracking cookie without the Referred
Customer's knowledge (e.g. iframe).
3. Search Engine Marketing. Unless otherwise approved by Provider in writing,
Affiliates shall not to run SEM campaigns for Provider products and services
on Google.
4. Keyword Noncompete. For so long as you are an Affiliate, you may not
purchase, either directly or indirectly, or bid, either directly or indirectly, on any
Keywords owned or offered through an internet search engine (including
Google, Yahoo, or Bing) that compete with Provider’s name, trademarks, or
product names. In addition, you will not, directly or indirectly, engage in any
activities that could result in confusion among consumers as to the source of
an ad (including the overuse of an authorized trademark, trademark
cyber-stuffing or other similar activities). “Keywords” shall mean a word used
in a search request by an internet search engine user which, when used in
such an internet search engine, causes a particular sponsor’s ad to appear
next to the search results.

4. Prohibited Activities. Except as permitted herein, you shall not and are not authorized
to
 a. use Provider’s trademark or other intellectual property, including without
limitation, the Links (collectively, “Provider’s IP”) without Provider’s express
prior written permission;
b. use Provider’s name (or any variation or misspelling thereof or other terms
that are confusingly similar to any of the foregoing) in a domain name, any
metatags, advertising, search terms, code, or otherwise; or
c. act in any way that causes or could cause any confusion concerning the
source of, or your association with Provider’s Services. Your use of Provider’s
IP in any manner, other than as expressly permitted hereunder shall
constitute unlawful infringement of Provider’s intellectual property rights and
may subject you to liability (including potential treble damages for knowing or
willful infringement), and the obligation to pay Provider’s legal fees and costs
in connection with Provider’s enforcement of its rights.

5. Discounts and Coupons.

You are not allowed to post any refunds, credits or discounts on Provider Services, or
other content concerning Provider without our prior written consent in each instance.
Affiliates may only use active coupons and discounts that are provided exclusively
through the Affiliate Program using banners and links. Each Link connecting users of
the Affiliate Site to the pertinent area of the Provider Website will in no way alter the
look, feel, or functionality of the Provider Website. Any violations of the terms
surrounding links, coupons, refunds, credits or discounts shall constitute a material
breach of this Agreement and may result in your termination from the Affiliate
Program or the withholding of Commission Fees.

6. Disclosure

a. Affiliate shall comply with all applicable data protection laws regarding the
transmission of data exported to or from the country in which Affiliate resides,
including without limitation, the General Data Protection Regulation 2016/679
of European Parliament and of the Council of 27 April 2016 (the “GDPR”).
Affiliate, as a controller under the GDPR, shall also implement appropriate
technical measures to ensure a level of security appropriate to the risk, taking
into account the nature, scope, context, and purpose of processing any
personal data. Affiliate agrees to promptly assist Provider in complying with
any data subject rights request under the GDPR that Provider may receive
from any individuals referred to Provider by Affiliate. Affiliate further agrees to
promptly assist Provider in complying with any duties to cooperate with
supervisory authorities under the GDPR.
b. As an affiliate marketer, the most common legal base for handling data on a
website is asking for consent. You can get consent by using an opt-in
notification on your website. In the notification, you ask explicit approval from
your visitors to handle their data. Having approval from your audience to
handle their data will make it easy for you to prove their consent, if asked by
regulators. An opt-in notification is good to have on your affiliate website, not
only does it cover you for the GDPR, it also covers the cookie law.
 c. One other legal base used in affiliate marketing, mostly for cashback
websites, is a contract. In that case, the cashback website has a contract with
the visitor (client), which includes an agreement on the use of data collection
and processing. Although most affiliate marketers will make use of consent as
their legal bases to control data, there are many different promotions,
campaigns and channels used in affiliate marketing. This makes it difficult to
assign one legal base for all affiliate marketers.
d. Seek legal advice if you’re not sure what legal base to pick for your particular
affiliate marketing activities. Learn more about How GDPR applies to Affiliate
marketers here.
e. It is the intent of Provider to treat all customers fairly. Accordingly, we require
all Affiliates to comply with applicable laws, regulations and guidelines
maintained by provider himself.
f. Affiliate Sites (e.g. directories, review/rating websites, blogs, and other
websites) and any email or collateral that provide an endorsement or
assessment of Provider’s Services must clearly and conspicuously disclose
the fact that you receive compensation for Referred Customers. In addition,
disclosures must (i) be made as close as possible to the claims, (ii) be made
on each page of the Affiliate Site containing a Link or referencing Provider,
and (iii) be immediately evident and not require scrolling, clicking or any other
user action to learn you receive compensation. b) Provider reserves the right
to withhold Commission Fees and cancel your participation in the Affiliate
Program should we determine, in our sole discretion, that you are not in
compliance with applicable laws, regulations and guidelines.

7. Commission Determination; Qualified Purchases Commission Fees will be calculated

based on the commission rates stated on the Affiliate Dashboard for each Qualified
Purchase (as defined herein) subject to commission accruing pursuant to the
Agreement. A “Qualified Purchase” does NOT include any of the following:

a. A purchase by a Referred Customer that has transferred from any Provider

partner or entity that owns, is owned by, or is under common ownership with
Provider.
b. A purchase by a Referred Customer who is also associated with any Provider
reseller, referral, or other program.
c. A purchase by a Referred Customer that is not up to date on its payments or
is subject to a refund, referral, or other program.
d. A purchase that was completed prior to the Affiliate joining the Affiliate
Program or was not tracked properly through a Link.
e. A purchase by a Referred Customer that has not been in good standing for a
period of at least thirty (30) days or is in violation of Provider’s Terms of
Service or other applicable policies at the time the Commission Fees accrue.
f. A purchase that Provider suspects, in its sole discretion, is the result of fraud,
which shall include but is not limited to, the use of software that generates
real and fictitious information, multiple accounts from the same customer, or
the referral of accounts that do not comply with this Agreement.
g. A purchase referred by an Affiliate that has an excessive cancellation rate as
determined in Provider’s sole discretion.
h. A purchase by a Referred Customer if the Referred Customer was offered or
received coupons, refunds, credits or discounts from the Affiliate.
i. A purchase by a Referred Customer if the Affiliate or Referred Customer is in
or is promoting a business-opportunity program, as determined in Provider’s
sole discretion.
j. A purchase by a Referred Customer who received a popup with a discounted
offer, while leaving Provider’s Website during their purchase.
k. A purchase by a Referred Customer who, prior to such purchase, clicked
through a Link established by another affiliate under this Affiliate Program.
l. A purchase by a Referred Customer more than ninety (90) days after clicking
through the Link.
i. Provider reserves the right to withhold payment of Commission Fees
to Affiliates who are new to the Affiliate Program, or who have referrals
that are potentially the result of fraud as determined by Provider in its
sole discretion, to determine the legitimacy and cancellation rates of
Referred Customers.
ii. Provider reserves the right to suspend the payment of Commission
Fees at any time and indefinitely, if it suspects fraud or other improper
activity or a potential breach of any of the terms of this Agreement or
the Provider Terms and Conditions by the Affiliate or a Referred
Customer. Provider reserves the right to deduct from Affiliate's current
and future Commission Fees any and all Commission Fees
corresponding to any fraudulent, questionable, or cancelled
purchases. If no subsequent Commission Fees are due and owing,
Provider may send Affiliate a bill for the balance of such refunded
purchase upon termination of Affiliate’s participation in the Affiliate
Program or termination of the Referred Customer.
iii. Provider reserves the right to immediately cancel or withhold for later
review any Commission Fees that fail to meet the criteria of a
“Qualified Purchase.” Affiliate is responsible for monitoring the
payment, denial, and withholding of Commission Fees. Provider is not
obligated to actively notify Affiliates of the status of Commission Fees.
If Affiliate has a question about a Commission Fee that has been
cancelled or withheld, Affiliate has thirty (30) days from the day the
payment would have been due to contact Provider to request that the
Commission Fee be paid. Any changes to decisions about cancelled
or withheld Commission Fees are strictly made in Provider’s sole
discretion.
iv. Commissions for any Referred Customer who is associated with any
Provider reseller, referral or other program may not be considered a
Qualified Purchase, as determined by Provider in its sole discretion. In
other words, you may not receive double commissions or
compensation.
v. In the event that the Referred Customers that are referred to Provider
by an Affiliate are determined to have an excessive cancellation rate,
as determined by Provider in its sole discretion, Provider reserves the
 right to withhold or decline pending and future Commission Fees to
such Affiliate.
vi. Any attempt by an Affiliate to manipulate, falsify or inflate Referred
Customers, Qualified Purchases, or Commission Fees to intentionally
defraud Provider or any violation of the terms of this Agreement
constitutes immediate grounds for Provider to terminate the Affiliate’s
participation in the Affiliate Program and will result in the forfeiture of
any Commission Fees due to the Affiliate.

8. Commission Payments

a. Subject to the terms of this Agreement and the terms of any applicable
Affiliate Platform, Commission Fees will be calculated according to the
specified percentage or dollar amount set forth in the commission report in
your Affiliate Dashboard for each Qualified Purchase that accrues during the
period for which such Commission Fees are being calculated.
b. Commission Fees will be processed approximately within fifteen (15) days
after a purchase is made, unless you use an Affiliate Platform in which case
they will be processed in accordance with your agreement with the applicable
Affiliate Platform.
c. Provider will only compensate you for Qualified Purchases made in
accordance with the terms of this Agreement.
d. Commission Fees shall be paid based on the current information in your
Affiliate Dashboard. You are required to notify the Affiliate Platform promptly
of any change in your address by updating your profile information in the
Affiliate Dashboard. You are responsible for informing the Affiliate Platform of
your desired payment form/type. You can update or change your desired
payment method at any time by updating your affiliate profile located in the
Affiliate Dashboard.
e. Depending on your Affiliate Platform, you may be subject to a minimum or
maximum payment amount. All such minimum and maximum payment
amounts are governed by your agreement with the Affiliate Platform.
f. You may view the currently available payment methods by logging into your
Affiliate Dashboard for the applicable Affiliate Platform. If the Affiliate Platform
offers PayPal as a payment method, please refer to PayPal’s policy to ensure
you are eligible to receive payment if you reside outside of the United States.
g. Provider and the Affiliate Platform, in its sole discretion, reserves the right to
modify the available payment methods or payment schedule at any time.
Such changes shall take effect when posted.
h. Disputes: Affiliate agrees to file any disputes within forty-five (45) days of the
date on which a disputed sale or event occurred. Disputes filed after forty-five
(45) days of the date on which the disputed sale or event occurred will not be
accepted by Provider and Affiliate forfeits forever any rights to a potential
claim.
i. Commission Fees will accrue and only become payable once you
provide all relevant tax and address documentation pursuant to this
Section, and
 ii. reach the Commission Threshold based on the commission rates
stated in the Affiliate Dashboard, solely as applied to Qualified
Purchases which occurred within ninety (90) days of the end of the
calendar month in which the first of such Qualified Purchases
occurred. Provider reserves the right to change the Commission
Threshold and will notify you as may be required pursuant to the terms
of this Agreement.
i. It is solely your responsibility to provide Provider with accurate tax and
payment information that is necessary to issue Commission Fees to you.
Each Affiliate is required to submit a W8 (for Affiliates located outside of the
U.S.) or W9 (for Affiliates located in the U.S.) tax form as applicable before
any Commission Fees shall accrue. You are responsible for the payment of all
taxes related to the Commission Fees you receive under this Agreement. In
compliance with U.S. tax laws, the Affiliate Platform will issue a Form 1099 to
Affiliates whose earnings meet or exceed the applicable threshold.
j. If Provider does not receive the necessary tax or payment information within
ninety (90) days of a Qualified Purchase which would otherwise trigger
Commission Fees, the applicable commissions shall not accrue and no
Commission Fees will be owed with respect to such Qualified Purchase.
k. Any address change must be made in the Affiliate profile in the Affiliate
Dashboard at least fifteen (15) business days prior to the end of the calendar
month in order for Commission Fees for that month to be processed. l)
Provider is not responsible for paying any third-party fees, including any fees
charged by PayPal or banks, in order for you to receive Commission Fees. m)
Provider, in its sole discretion, may offer you the ability to receive Commission
Fees through PayPal Payouts, standard PayPal, wire or ACH transfer. As it
relates to PayPal Payouts mass pay option only, and notwithstanding any
other provision of this Agreement to the contrary, if you utilize PayPal Payouts
mass pay option then Provider will pay any transaction fees charged by
PayPal.

9. Order Processing

Provider will process orders placed by Referred Customers who follow the Links from
an Affiliate Site to Provider. We reserve the right, in our sole discretion, to reject
orders that do not comply with certain requirements that we may establish from time
to time. All aspects of order processing and fulfillment, including Provider’s services,
cancellation, processing, refunds and payment processing will be our responsibility.
We will track the Qualified Purchases generated by your Affiliate Site and will make
this information available to you through our website and/or the applicable Affiliate
Platform. To permit accurate tracking, reporting, and commission accrual, you must
ensure that the Links between the Affiliate Site and the Provider Website are properly
formatted.

10. Obligations Regarding

Your Affiliate Site

 a. You are solely responsible for the development, operation, and maintenance
of your Affiliate Site and for all materials that appear on your Affiliate Site.
Such responsibilities include, but are not limited to, the technical operation of
your Affiliate Site and all related equipment; creating and posting product
reviews, descriptions, and references on your Affiliate Site and linking those
descriptions to the Provider Website; the accuracy of materials posted on
your Affiliate Site (including, but not limited to, all materials related to Provider
Services); ensuring that materials posted on your Affiliate Site do not violate
or infringe upon the rights of any third party and are not libelous or otherwise
illegal. We disclaim all liability and responsibility for such matters
b. We have the right in our sole discretion to monitor signups through your
Affiliate Site from time to time to determine if you are in compliance with the
terms of this Agreement. Affiliate shall reasonably cooperate with any
Provider audit of the Affiliate Site, including but not limited to the provision of
documentation or information reasonably requested by Provider. If you are
not in compliance, we may terminate your participation in the Affiliate Program
effective immediately.

11. Provider Responsibilities

We will provide all information necessary for you to make Links from your Affiliate
Site to Provider Website. Provider will be solely responsible for order processing
(including payment processing, cancellations, and refunds) for orders for Provider
Services placed by a Referred Customer, for tracking the volume and amount of
Qualified Purchases generated by your Affiliate Site, for providing information to
Affiliates regarding Qualified Purchase statistics, and for providing Referred
Customers with the services purchased.

12. Policies and Pricing

Referred Customers who buy Provider Services through our affiliate network are
deemed to be Provider’s customers. Provider’s Terms and Conditions, rules, policies,
and operating procedures will apply to such customers. We may change our policies,
pricing, and operating procedures at any time. For example, Provider determines the
prices to be charged for Provider Services sold through the affiliate network in
accordance with our own pricing policies. Prices and availability of Provider Services
may vary from time to time, from affiliate to affiliate, and from region to region.
Because price changes may affect products that you have listed on your Affiliate Site,
you may or may not be able to include price information in your product descriptions.
We will use commercially reasonable efforts to present accurate information on
Provider Website, but we cannot guarantee the availability or price of any particular
Provider Service.

13. E-mails and Publicity

You shall not create, publish, transmit or distribute, under any circumstances, any
bulk email messages without Provider’s prior written consent, to be granted or denied
in Provider’s sole discretion, in each instance. Additionally, you may only send emails
 containing a Link and or a message regarding Provider or the Affiliate Program to
people who have previously consented to receiving such communications from you.
Your failure to abide by this Section and all applicable laws relating to email
communications, in any manner, will be deemed a material breach of this Agreement
by you and will result in the forfeiture by you of any and all rights you may have to
any Commission Fees and the termination of your participation in the Affiliate
Program. Further, if your Affiliate account has excessive clicks in a very short period
of time as determined by Provider in its sole discretion, the Affiliate relationship may
be terminated.

14. IP Licenses and Use

a) Subject to the limitations set forth in this Agreement, we grant you a

non-exclusive, non-transferable, non-assignable, revocable license to
(i) provide access to the Provider Website through the Links solely in
accordance with the terms of this Agreement; and
(ii) use Provider’s IP for the sole purpose of promoting Provider’s
Services on your Affiliate Site. You may not alter, modify, or change
Provider’s IP in any way or use Provider’s IP in any manner that is
disparaging or that otherwise portrays Provider, any Provider
employee, representative or customer in a negative light. You are only
entitled to use Provider’s IP in compliance with the terms of this
Agreement. Your license to use Provider’s IP shall immediately
terminate upon the termination of your participation in the Affiliate
Program for any reason. We reserve all of our rights in Provider’s IP
and your license to use Provider’s IP is limited to the manner
described herein. Provider may review the Affiliate Site to ensure
compliance with this Agreement at any time.
b) You grant to us a non-exclusive, worldwide license to utilize your name,
title, trademarks, and logos (the "Affiliate Trademarks") in any advertisement
or other materials used to promote Provider and the Affiliate Program. For the
avoidance of doubt, Provider may, but is not obligated to use the Affiliate
Trademarks at is sole discretion. This license shall terminate upon the
termination of your participation in the Affiliate Program.

15. Term and Termination

a. The terms of this Agreement are effective upon your submission of an

application to the Affiliate Program and shall remain in effect until either party
terminates your participation in the Affiliate Program (the “Term”). Your
participation in the Affiliate Program may be terminated at any time by either
party, with or without notice or cause.
b. You are only eligible to earn Commission Fees on Qualified Purchases
occurring during the Term. Commission Fees earned prior to the date of
termination will be eligible for Commission Fees only if the orders for the
related Provider Services are not cancelled within (30) days and comply with
all the terms of this Agreement. We may withhold your final payment of
Commission Fees for a reasonable time to ensure that all Qualified
 Purchases are valid and payment from Referred Customers are legitimate as
determined by the Provider in its sole discretion.
c. Any Affiliate who violates this Agreement, Provider's Terms of Service, or any
applicable law or regulation will immediately forfeit any right to any and all
accrued, but not yet received, Commission Fees and will be immediately
removed from the Affiliate Program.
d. Provider reserves the right to remove an Affiliate from the Affiliate Program,
and to terminate or suspend this Agreement, at any time for any reason, in
Provider's sole discretion.

16. Modification

We may modify this Agreement at any time in our sole discretion, and any
modifications shall take effect when posted on our website. Your continued
participation in the Affiliate Program following the posting of any modification on our
website will constitute your binding acceptance of the modified terms. Modifications
may include, but are not limited to, changes in the scope of Provider Services eligible
for Commission Fees, Commission Fee amounts or percentages, payment
procedures, Commission Fee payment schedules, and Affiliate Program rules. If any
modification is unacceptable to you, your only recourse is to terminate this
Agreement, in which event you shall be entitled to your rights under the unmodified
Agreement in effect prior to the date of the applicable modification.

17. Disclaimers

We make no express or implied warranties or representations with respect to the

Affiliate or any Provider Services sold through the Affiliate Program (including,
without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY,
NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF THE
COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we
make no representation that the operation of our websites will be uninterrupted or
error free, and we will not be liable for the consequences of any interruptions or
errors, including the tracking of information concerning Referred Customers during
any period of interruption.

18. Relationship of Parties

You and Provider are independent contractors, and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, sales representative, or
employment relationship between the parties. You will have no authority to make or
accept any offers or representations on our behalf. You will not make any statement,
whether on your Affiliate Site or otherwise, that contradicts anything in this Section.

19. Representations and Warranties

You hereby represent and warrant to us as follows:

a. You have reviewed and understand this Agreement and agree to be bound by
its terms.
 b. Your acceptance of this Agreement and participation in the Affiliate Program
will not violate
i. any provision of law, rule, or regulation to which you are subject,
ii. any order, judgment, or decree applicable to you or binding upon your
assets or properties,
iii. any provision of your by-laws or certificate of incorporation, or
iv. any agreement or other instrument applicable to you or binding upon
your assets or properties.
c. You are the sole and exclusive owner of the Affiliate Trademarks and have the
power to grant to Provider the license to use such marks in the manner
contemplated herein, and such grant will not (i) breach, conflict with, or
constitute a default under any agreement or other instrument applicable to
you or binding upon your assets or properties, or (ii) infringe upon any
trademark, trade name, service mark, copyright, or other proprietary right of
any third person or entity.
d. You are not required to obtain consent, approval, or authorization of, or
exemption by, or filing with, any governmental authority or any third party in
connection with your entrance into this Agreement
e. There is no pending or threatened claim, action, or proceeding against you, or
any affiliate of yours with respect to the Affiliate Trademarks, and, to the best
of your knowledge, there is no basis for any such claim, action, or proceeding.
f. During the Term, you will not include in your Affiliate Site content that is, in our
opinion, unlawful, harmful, threatening, defamatory, obscene, harassing,
racially, ethically, or otherwise objectionable or in violation of our Terms of
Service.
g. You are at least eighteen (18) years of age.
h. Each Referred Customer is valid, genuine, and unique and meets the criteria
of a Qualified Purchase for generating a Commission Fee as provided in this
Agreement.

20. Limitation of Liability

WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR

CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR
DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE
PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.

21. Indemnification

You hereby agree to indemnify and hold harmless Provider and its subsidiaries and
affiliates, and their directors, officers, employees, agents, shareholders, partners,
members, and other owners, against any and all claims, actions, demands, liabilities,
losses, damages, judgments, settlements, costs, and expenses (including
reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as
"Losses") insofar as such Losses (or actions in respect thereof) arise out of or are
based on (i) any claim that our use of the Affiliate Trademarks infringes on any
trademark, trade name, service mark, copyright, license, intellectual property, or other
 proprietary right of any third party, (ii) any misrepresentation of a representation or
warranty or breach of a covenant and agreement made by you herein, or (iii) any
claim related to your Affiliate Site, including, without limitation, its development,
operation, maintenance and content therein not attributable to us.

22. Confidentiality

Each of the parties hereto agrees that all information including, without limitation, the
terms of this Agreement, business and financial information, Provider customer and
vendor lists, or pricing and sales information (including without limitation commission
rates), shall remain strictly confidential and shall not be utilized for any purpose
outside the terms of this Agreement except and solely to the extent that any such
information is
A. already lawfully known to or independently developed by the receiving party,
B. disclosed in published materials,
C. generally known to the public, or
D. lawfully obtained from any third party not under any obligation of
confidentiality to the discloser hereunder. Notwithstanding the foregoing, each
party is hereby authorized to deliver a copy of any such information (a)
pursuant to a valid subpoena or order issued by a court or administrative
agency of competent jurisdiction, (b) to its accountants, attorneys, or other
agents on a confidential basis, and (c) otherwise as required by applicable
law, rule, regulation, or legal process including, without limitation, the
Securities Exchange Act of 1933, as amended, and the rules and regulations
promulgated thereunder, and the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder. In the event
of such disclosure, the receiving party shall give the disclosing party prior
notice before releasing any information unless giving such notice is
prohibited.

23. Independent Investigation

You understand that we may at any time (directly or indirectly) solicit Provider
relationships on terms that may differ from those contained in this Agreement. We
may also solicit relationships with entities that operate websites that are similar to or
compete with your Affiliate Site. You have independently evaluated the desirability of
participating in the Affiliate Program and are not relying on any representation,
guarantee, or statement other than as set forth in this Agreement.

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