Affiliate Partner TERMS AND CONDITIONS

Term of the Agreement: The term of this Agreement will begin upon acceptance by SpecificMEDIA, Inc. (hereinafter referred to as "SpecificMEDIA"), of the application of Affiliate (as defined below) and will end when terminated by either party to this Agreement. All websites, newsletters, companies, or individuals must obtain official approval from SpecificMEDIA before any of the foregoing can become an affiliate partner ("Affiliate"). Only approved Affiliates are permitted to use the programs and services of SpecificMEDIA; SpecificMEDIA reserves the right to withhold or refuse approval on any Website, newsletter, company, or individual for any reason, whatsoever. Either Affiliate or SpecificMEDIA may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination (such notice may be in the form of electronic notification). Affiliate is only eligible to earn referral fees on leads, clicks and impressions generated during the term of this Agreement.

Eligibility: All potential Affiliates that apply for any of the products and services of SpecificMEDIA must meet minimum requirements. SpecificMEDIA carefully evaluates potential Affiliate sites and these sites must pre-qualify for eligibility. These qualifications include without limitation the following:

(a) Sites must have a minimum of 2,000 unique visitors per day; (SpecificMEDIA will consider sites that contain 1,000-2,000 unique visitors per day, provided they have substantially qualified content and appeal to a niche targeted audience);

(b) Sites must be, in SpecificMEDIA’s sole opinion, professionally designed, with substantial content, and must not have broken links or pages under construction;

(d) Sites must be written primarily in the English language;

(e) Sites must not contain content or links to any material that SpecificMEDIA in its sole and absolute discretion finds objectionable (See Affiliate Site Content Restrictions below);

(f) Unless otherwise approved by SpecificMEDIA, sites must not provide any program or mechanism that rewards their visitors for clicking on or visiting advertisements;

(g) Unless otherwise approved by SpecificMEDIA, sites must be hosted on a U.S. Top-Level Domain.

Limitation of Liability: SPECIFICMEDIA WILL NOT BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, PROFITS OR DATA ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAMS AND SERVICES OF SPECIFICMEDIA, EVEN IF SPECIFICMEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF SPECIFICMEDIA ARISING OUT OF OR WITH RESPECT TO THIS AGREEMENT AND ALL SUCH PROGRAMS AND SERVICES WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID TO AFFILIATE UNDER, OR IN CONNECTION WITH, THIS AGREEMENT.

Disclaimer: All GOODS AND SERVICES PROVIDED BY SPECIFICMEDIA ARE PROVIDED “AS IS”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, INCLUDING ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, ARE HEREBY DISCLAIMED; THIS INCLUDES, WITHOUT LIMITATION, THE WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY OF MERCHANTABILITY.

Violation of this Agreement: If SpecificMEDIA, in its sole and absolute discretion, finds that Affiliate has violated this Agreement, committed fraud or any another illegal activity (whether or not related to this Agreement), Affiliate's account will be terminated and any and all fees payable or owed to Affiliate by SpecificMEDIA will be forfeited. SpecificMEDIA takes fraud seriously and is committed to working with the appropriate local, federal and international agencies to see that it is prevented and terminated. If Affiliate fraudulently adds leads or clicks or inflates leads or clicks by any fraudulent traffic generation, Affiliate will forfeit its entire commission for all programs and services and Affiliate’s account will be terminated. SpecificMEDIA reserves the exclusive right in its sole and absolute discretion to determine if and when such fraud exists.

SpecificMEDIA closely monitors Affiliate sites which:

(a) Have click-through rates that are much higher than industry averages and where solid justification is not evident;

(b) Have only click programs generating clicks with no indication by site traffic that Affiliate can sustain the clicks reported;

(d) Use redirects, automated software, and/or fraud to generate clicks or leads from SpecificMEDIA’s programs and services.

(e) Modify, change or use unapproved creative.

Affiliate Site Content Restrictions: Without limiting any other provision in this Agreement, if an Affiliate’s site contains any of the following, SpecificMEDIA will terminate that Affiliate’s account:

(a) Content or links to pornography, explicit sexual images, or nudity;

(b) Content that promotes hate, abuse or destructive actions;

(d) Content that promotes business opportunities or investments which are not permitted under law;

(e) Unless otherwise approved by SpecificMEDIA, programs that are incentivized or provide rewards to their users for viewing advertisements (‘incentivized’ refers to any mechanism that awards site users with cash, prizes, awards, points, contest entries, etc.);

(f) Pirated software or other Website property (see Scumware.com);

(g) Programs that engage in spamming, indiscriminate advertising or unsolicited commercial e-mail.

Affiliate is granted a non-exclusive, limited, revocable right to use the trademarks, banners, links, images and other material (“Material”) provided by SpecificMEDIA and its third-party advertisers to Affiliate. Affiliate may not modify the Material in any way without the prior written consent of SpecificMEDIA or such third-party advertisers. Without limiting any other provision of this Agreement, Affiliate agrees that failure to strictly abide by the terms of this paragraph would result in significant damages to SpecificMEDIA or such third-party advertisers and Affiliate agrees to compensate SpecificMEDIA or such third-party advertisers for any such damages.

Anti SPAM Policy: In an effort to protect affiliates and advertisers alike, SpecificMEDIA has setup the following policies pertaining to SPAM and the sending of unsolicited commercial emails:

(a) SpecificMEDIA has a zero-tolerance policy towards spam and the sending of unsolicited commercial emails. Affiliates who engage in spamming and/or sending of unsolicited commercial email will have their accounts terminated.

(b) SpecificMEDIA demands all affiliates to be current and in compliance of all Federal, State, and Local laws applicable to email marketing and web publishing. Failure to comply with the current laws will result in account termination.

(c) Should a spam complaint arise from a user against an affiliate, we require that the affiliate be able to furnish the date and IP address in which the user subscribed to their list. We also require that the user be removed from the affiliate's database prior to any further promotion of our offers.

(d) Affiliate also agrees that any email lists used to promote our offers are in full compliance with the Federal Can Spam Act.

Link to CAN-SPAM Act of 2003

Indemnification: Affiliate agrees to indemnify, defend and hold harmless SpecificMEDIA Inc and its officers, directors, agents, affiliates, employees, and third party advertisers from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorney’s fees and costs) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach by Affiliate of any duty, representation or warranty under this Agreement. This indemnification provision shall survive completion, cancellation or termination of the Agreement.

Payment Terms: Publisher will be paid per the terms of each Program. SpecificMEDIA shall pay any amounts due approximately thirty (30) days after the end of each month, provided that SpecificMEDIA may, in its discretion, withhold payments until such time as the Advertiser has paid SpecificMEDIA for any Program. SpecificMEDIA 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. SpecificMEDIA shall compile, calculate and electronically deliver data required to determine Publisher’s billing and compensation. Any questions regarding the data provided by SpecificMEDIA need to be submitted in writing within ten (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 fifty (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. SpecificMEDIA will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to SpecificMEDIA and payments made to Publisher shall be based on the Events as reported by SpecificMEDIA. SpecificMEDIA will not be responsible to compensate Publisher for Events that are not recorded due to Publisher’s error. SpecificMEDIA may require a Publisher to provide a W-9, and similar such information, as a condition to payment.

Modification: SpecificMEDIA may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on this site or otherwise notifying Affiliate. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and program rules. If any modification is unacceptable to Affiliate, Affiliate’s sole recourse is to terminate this agreement by notifying SpecificMEDIA in writing. Affiliate’s continued participation in the programs and services of SpecificMEDIA following the posting of a change notice or new agreement on this site constitutes binding acceptance of such change.

Non-Competition: SpecificMEDIA has proprietary relationships with the clients that advertise on the SpecificMEDIA Network. During the term of the Publisher's inclusion in the SpecificMEDIA Network and for a period of twelve (12) months after cancellation of Publisher's account, Publisher agrees not to solicit, induce, recruit or encourage, directly or indirectly, any client that the Publisher knows, or has reason to know, is a current advertiser on the SpecificMEDIA Network, or has advertised on the Publisher's Web site through the SpecificMEDIA Network during the twelve (12)-month period prior to the acceptance of the Publisher to the SpecificMEDIA Network, for the purpose of offering to such advertiser products or services that compete with those of SpecificMEDIA, including, without limitation, the placement or publishing of advertising, with the exception of reasonably documented, preexisting relationships with advertisers (clients) or relationships entered into in the ordinary course of Publisher's business. Furthermore, during the term of the Publisher's inclusion in the SpecificMEDIA Network and for a period of twelve (12) months after cancellation of Publisher's account, Publisher agrees that in the event it (the Publisher) is approached, solicited, induced, recruited or encouraged, directly or indirectly, by any client that the Publisher knows, or has reason to know, is a current advertiser on the SpecificMEDIA Network, or has advertised through the SpecificMEDIA Network during the previous twelve (12) months period prior to being approached, for the purpose of offering to such Publisher products or services that compete with those of SpecificMEDIA, including, without limitation, the placement or publishing of advertising, the Publisher will notify SpecificMEDIA immediately and the Publisher agrees not to conduct or enter into any business relationship with such client. The Publisher understands that in the event of a breach of the forgoing representations by Publisher, SpecificMEDIA shall be entitled to injunctive or other equitable relief as a remedy therefore, without the necessity of posting a bond with respect thereto. Any such relief awarded shall be in addition to any appropriate relief which may be awarded in the form of monetary damages, and SpecificMEDIA shall be entitled to monetary damages to the fullest permitted under applicable law. The foregoing remedy is a material, bargained for basis of this agreement and has been taken into account in each party's decision to enter into this Agreement

Miscellaneous: This Agreement is governed by the laws of the United States and the State of California without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Orange County, California, and Affiliate irrevocably consents to the jurisdiction of such courts. Notwithstanding the foregoing, in its exclusive sole and absolute discretion, SpecificMEDIA may require any dispute hereunder to be settled by binding arbitration using the services of any established and recognized arbitration service or tribunal, such service or tribunal to be selected in good faith in the sole and absolute discretion of SpecificMEDIA. Affiliate may not assign this Agreement, by operation of law or otherwise, without the prior written consent of SpecificMEDIA. Subject to the foregoing restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties hereto and their respective successors and assigns. SpecificMEDIA’s failure to strictly enforce performance of any provision of this Agreement will not constitute a waiver of any right to subsequently enforce such provision or any other provision of this Agreement.