Publisher Register- outright media – CPA Affiliate Network

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Affiliate Agreement(You have to scroll to the bottom to accept the terms and agreements)

Outright Media 
                Limited (“Outright Media”) operates an online affiliate network 
                (“Outright Media Affiliate Network”) that is accessible to participants 
                (“Network Participants”) through Outright Media’s web site 
                located at http://www.goldendigitalmedia.com (“Outright Media 
                Website”). Certain Network Participants, referred to as “Advertisers,” 
                are online merchants of goods and services that may offer opportunities 
                for other Network Participants to earn compensation in exchange for 
                promoting such merchants online (“Affiliate Opportunities”). 
                Other Network Participants, referred to as “Publishers,” 
                control space on web pages, email messages, software applications and 
                other items and may take advantage of Affiliate Opportunities by displaying 
                advertising materials provided by Advertisers (“Advertiser Materials”) 
                on such space.

The 
                terms and conditions set forth below (these “Publisher 
                Terms”) apply to each Publisher. By using or accessing the Outright Media 
                Affiliate Network, each Publisher agrees to be bound by these Publisher 
                Terms. Outright Media reserves the right to revise these Publisher Terms 
                at any time, and any such revisions will be effective seven (7) days 
                after Outright Media notifies Publisher of such revisions in an email message 
                send to the administrative email address entered into by Publisher in 
                its user profile on the Outright Media Website. If Publisher does not agree 
                to any such revisions, Publisher must terminate its account on the Outright Media 
                Website and all of its activities in connection with the Outright Media 
                Affiliate Network prior to the end of such seven (7) day period. Failure 
                to do so will constitute Publisher’s binding and legally enforceable 
                acceptance of such revisions.
                1
                  NETWORK PARTICIPATION 
                  REQUIREMENTS
                "1
                    Requirements 
                    for Individuals. If Publisher is an individual, Publisher represents 
                    that he or she is (a) at least eighteen (18) years of age and (b) of 
                    legal age to agree to these Publisher Terms. No individual who fails 
                    to meet one or both of the foregoing requirements may participate in 
                    the Outright Media Affiliate Network or use the Outright Media Website.
                2

Usernames and 
                    Passwords. Upon Publisher’s successful registration on the Outright Media 
                    Website, Publisher will receive an account (“Account”), and 
                    Publisher will be required to obtain a username (“Username”) 
                    and password (“Password”) to be used to log into the Outright Media 
                    Website. Publisher will be fully responsible for maintaining the confidentiality 
                    of its Username and Password, and Publisher will not disclose its Username 
                    or Password to any persons other than its employees and other agents. 
                    If Publisher learns or otherwise suspects that its Password has been 
                    disclosed to any individual who is not an employee or other agent of 
                    Publisher, Publisher will promptly change such Password and immediately 
                    notify Outright Media. Publisher will be fully responsible for any and all 
                    activities on the Outright Media Website conducted by any persons using 
                    its Username, whether or not Publisher authorized such activities, and 
                    Publisher authorizes Outright Media to carry out all transactions that are 
                    initiated through the use of its Username. Outright Media reserves the right 
                    to require Publisher to change its Username and Password at any time.
                3
                    Profile Information. 
                    Publisher will ensure that all information provided by Publisher in 
                    Publisher’s user profile on the Outright Media Website (“Profile 
                    Information”) will be accurate and complete at all times. Publisher 
                    will immediately update its user profile on the Outright Media Website to 
                    reflect any changes to any Profile Information. All Profile Information 
                    will be subject to the Outright Media Privacy Policy viewable at http://www.goldendigitalmedia.com/privacypolicy" . Outright Media will have no obligation 
                    or responsibility to verify any Profile Information. Publisher acknowledges 
                    and agrees that Outright Media may make any and all Profile Information 
                    available to Advertisers on the Outright Media Website. Publisher acknowledges 
                    and agrees that Outright Media may use and rely on all Profile Information, 
                    and that Outright Media will have no liability arising out of or related 
                    to Publisher’s failure to keep its Profile Information accurate and 
                    complete at all times, including, but not limited to, liability arising 
                    out of Publisher’s failure to receive payments or any information 
                    about any Affiliate Opportunities, the Outright Media Affiliate Network 
                    or Publisher’s Account due to inaccuracies in Publisher’s contact 
                    information contained in the Profile Information.

1:2
                  AFFILIATE OPPORTUNITIES
                "1
                  Review 
                    of Opportunities. Publisher may use the Outright Media Website to review 
                    descriptions of available Affiliate Opportunities provided on the Outright Media 
                    Website (“Affiliate Opportunity Description”) and apply for 
                    Affiliate Opportunities in which Publisher desires to participate. Publisher 
                    acknowledges and agrees that the terms of each Affiliate Opportunity 
                    may be modified by the applicable Advertiser from time to time, and 
                    that such modifications will be effective when displayed in the corresponding 
                    Affiliate Opportunity Description.
                2
                    Participation 
                    in Opportunities. Upon Publisher being notified that it has been 
                    accepted or approved for an Affiliate Opportunity, Publisher will be 
                    deemed to have entered into an affiliate agreement with the applicable 
                    Advertiser (“Affiliate Agreement”) covering such Affiliate 
                    Opportunity. The terms of each Affiliate Agreement will be Outright Media’s 
                    then-current Affiliate Program Terms and Conditions located at http://www.goldendigitalmedia.com/affiliateagreement affiliateagreement in effect at the time Publisher and 
                    such Advertiser are deemed to have entered into such Affiliate Agreement. 
                    If Publisher does not agree to the application of any such terms and 
                    conditions to any Publisher’s participation in any Affiliate Opportunity, 
                    Publisher will not apply for, or otherwise participate in, such Affiliate 
                    Opportunity. By applying for, or otherwise participating in, any Affiliate 
                    Opportunity, Publisher is agreeing to enter into an Affiliate Agreement 
                    with the applicable Advertiser. For avoidance of doubt, Outright Media will 
                    not be a party to any Affiliate Agreement and will have no obligation 
                    to enforce or monitor compliance with any of the terms and conditions 
                    of any Affiliate Agreement, or to resolve any disputes between Publisher 
                    and any Advertisers relating to or arising out of any Affiliate Agreements 
                    or Affiliate Opportunities.

3
                    Termination of 
                    Affiliate Opportunity. Publisher acknowledges and agrees that Publisher’s 
                    participation in any Affiliate Opportunity may be terminated by Outright Media 
                    or the applicable Advertiser at any time, for any or no reason, with 
                    or without notice to Publisher.
                4
                    Termination of 
                    Advertiser. Publisher acknowledges that any Advertiser’s participation 
                    in the Outright Media Affiliate Network may be suspended or terminated at 
                    any time, with or without notice to Publisher, in which case Publisher’s 
                    participation in all Affiliate Opportunities offered by such Advertiser 
                    will immediately terminate. Outright Media will have no obligation or liability 
                    to Publisher in connection with any termination or suspension of any 
                    Advertiser’s participation in the Outright Media Affiliate Network or 
                    Publisher’s participation in any Affiliate Opportunities.
                5
                   No 
                    Outright Media Liability. Outright Media will have no liability for any 
                    acts or omissions of any Advertisers or any other Network Participants. 
                    Without limiting the generality of the foregoing, Outright Media will have 
                    no liability in connection with any Advertiser Materials, or any failure 
                    by any Advertiser to comply with any of its payment or other obligations 
                    under any Affiliate Agreement.

1:3
                  ADVERTISER MATERIALS
                "1
                    Download and 
                    License. With respect to each Affiliate Opportunity for which Publisher 
                    has been approved and for which Publisher has entered into an Affiliate 
                    Agreement with the applicable Advertiser, Publisher may download the 
                    Advertiser Materials provided by such Advertiser for such Affiliate 
                    Opportunity. Any licenses to Advertiser Materials will be set forth 
                    in the applicable Affiliate Agreements; no such licenses are granted 
                    to Publisher in these Publisher Terms.
                2
                    Restrictions

a
                      Prohibited Properties. 
                      Publisher will not display any Advertiser Materials or make any reference 
                      to any Advertiser on any Prohibited Property (as defined in Section ).
                
                a:2
                      Publisher Properties. 
                      Publisher will not display any Advertiser Materials for any Affiliate 
                      Opportunity except on web pages, email messages, software applications 
                      and other items identified in Publisher’s Profile Information (collectively, 
                      “Publisher Properties”) at the time Publisher was approved 
                      for such Affiliate Opportunity. In addition, Publisher will not display 
                      any Advertiser Materials relating to any Affiliate Opportunity on any 
                      types of properties (e.g., websites or email messages) that are not 
                      expressly permitted by the relevant Advertiser in the applicable Affiliate 
                      Opportunity Description (as may be modified from time to time as described 
                      in Section ), and then only in compliance with 
                      these Publisher Terms.

a:3
                      Unsolicited Email 
                      Messages. Publisher will not, and will not assist, authorize or 
                      encourage any third party to, send any unsolicited commercial e-mail 
                      messages that contain any Advertiser Materials or make reference to 
                      any Advertisers.
                
                a:4
                      Pop-Up/Pop-Under 
                      Advertisements. Publisher will not display any Advertiser Materials 
                      on any pop-up or pop-under windows that are not launched directly from 
                      Publisher Properties.
                3
                    Links and 
                    Tracking Codes. Publisher acknowledges that Advertiser Materials 
                    will contain hyperlinks to Advertisers’ websites (“Links”) 
                    and transaction tracking codes and/or other mechanisms used to identify 
                    transactions resulting from clicks on Advertiser Materials displayed 
                    by Publisher (“Tracking Codes”). Publisher will display Advertiser 
                    Materials with all Links and Tracking Codes intact.

Publisher will not, and will have no right, to (a) replace or otherwise 
                    remove any Links or Tracking Codes from any Advertiser Materials, (b) 
                    alter or otherwise modify any Links or Tracking Codes, or (c) disable, 
                    block, circumvent, redirect, intercept or otherwise interfere with any 
                    Links or Tracking Codes or any functionality thereof, including through 
                    the use of any cookie, device, program, robot, iframes, hidden frames 
                    or popup windows. Advertiser further acknowledges and agrees that Outright Media 
                    will have no liability if any Advertisers, Viewers or other third parties 
                    engage in any of the actions described in subsections (a)-(c) above.
                4
                    No 
                    Circumvention. Publisher will not in any way bypass or circumvent, 
                    or attempt to bypass or circumvent, Outright Media or the Outright Media Affiliate 
                    Network in connection with any Affiliate Opportunity. Without limiting 
                    the generality of the foregoing, Publisher will not enter into any linking 
                    or other promotional arrangement relating to any Affiliate Opportunity 
                    directly with the applicable Advertiser.
                
                1:4
                  Outright Media SERVICES
                "1
                    Payment Processing. 
                    Within thirty (30) days of the end of each calendar quarter, Outright Media 
                    will pay to Publisher all amounts that Advertisers have remitted during 
                    such quarter to Outright Media for payment to Publisher pursuant to Affiliate 
                    Agreements entered into by Publisher (“Advertiser Payments”).

a
                      Compensation 
                      Terms. Publisher acknowledges that each Affiliate Opportunity Description 
                      (as may be modified from time to time as described in Section 
                      will specify the type of action that individuals who view the applicable 
                      Advertiser Materials displayed on Publisher Properties (“Viewers”) 
                      must take (e.g., clicking on the relevant Advertiser Materials, purchasing 
                      goods or services from the Advertiser, or registering on the Advertiser’s 
                      website) to trigger the Advertiser’s obligation to compensate Publisher 
                      for the applicable Affiliate Opportunity (each such action, a “Compensable 
                      Transaction”), and the nature and amount of such compensation.
                
                a:2
                      Non-Payment. 
                      Publisher acknowledges that payment of any amounts set forth in any 
                      Affiliate Agreement entered into by Publisher with an Advertiser is 
                      the sole and exclusive responsibility and obligation of such Advertiser, 
                      and that Outright Media will have no obligations or liabilities of any kind 
                      in connection with any failure of such Advertiser to pay any such amounts, 
                      including any obligation to collect such amounts from such Advertiser 
                      or otherwise enforce such Advertiser’s payment obligations, even if 
                      Outright Media acts as the payment processor for such amounts.

a:3
                      Minimum Payment 
                      Threshold. Notwithstanding anything to the contrary, Outright Media 
                      will not be required to make any payment to Publisher of less than fifty 
                      dollars ($50). If the total amount payable by Outright Media to Licensor 
                      is less than fifty dollars ($50) for any calendar quarter, such amount 
                      will be carried forward to the following calendar quarter.
                
                a:4
                      Advertiser 
                      Chargebacks. Publisher will pay to Outright Media, within fifteen (15) 
                      days of Outright Media’s invoice, any amounts charged back by an Advertiser 
                      to Publisher pursuant to the terms of an Affiliate Agreement between 
                      Publisher and such Advertiser (“Advertiser Chargebacks”).
                
                a:5
                      Taxes. Publisher 
                      will be solely responsible for any and all taxes, duties and levies 
                      imposed by foreign, federal, state and local tax authorities arising 
                      from or in connection with any amounts paid to Publisher by Outright Media 
                      or any Advertisers, or any other aspects of Publisher’s participation 
                      in any Affiliate Opportunities or Publisher’s use of the Outright Media 
                      Affiliate Network or the Outright Media Website (collectively, “Taxes”). 
                      Outright Media may deduct Taxes from any amounts payable by Outright Media to 
                      Publisher.

a:6
                      Offsets. 
                      Outright Media may offset any amounts payable by Publisher to Outright Media 
                      (whether or not pursuant to these Publisher Terms) against any amounts 
                      payable by Outright Media to Publisher.
                2
                    Transaction Information. 
                    Outright Media will provide Publisher with access to tools on the Outright Media 
                    Website that provide information regarding Compensable Transactions 
                    and the amounts earned by Publisher therefor (“Transaction Information”). 
                    Publisher acknowledges and agrees that:
                
                a
                      Transaction Information 
                      may not be available on a real-time basis for all Advertisers;

a:2
                      Transaction Information 
                      is based on data provided to Outright Media by Advertisers (“Advertiser 
                      Transaction Data”), and that Outright Media will not be obligated 
                      to confirm, and does not represent or warrant, that any Advertiser Transaction 
                      Data is accurate or complete;
                
                a:3
                      Transaction Information 
                      is subject to corrections and other adjustments (including due to corrections 
                      and other adjustments made by Advertisers to Advertiser Transaction 
                      Data after initial submission thereof to Outright Media), and that such 
                      corrections or other adjustments could affect the amounts payable by 
                      Advertisers to Publisher under the applicable Affiliate Agreements; 
                      and
                
                a:4
                      Outright Media may provide 
                      each Advertiser with which Publisher has entered into an Affiliate Agreement 
                      with certain information regarding Publisher and Compensable Transactions, 
                      including Publisher’s name, Publisher’s ID number, the name and 
                      URL of Publisher’s websites, the number of impressions of Advertiser 
                      Materials on Publisher Properties, the number of clicks on Advertiser 
                      Materials on Publisher Properties, the number of Referred Viewers, and 
                      the number of Compensable Transactions.

1:5
                  GENERAL 
                  NETWORK PARTICIPANT OBLIGATIONS
                "1
                    Standard of Conduct. 
                    Publisher will: (a) conduct itself in a professional manner that reflects 
                    favorably at all times on the good name, goodwill and reputation of 
                    Outright Media, the Outright Media Affiliate Network and Advertisers; (b) avoid 
                    deceptive, misleading or unethical practices that are or might be detrimental 
                    to any Outright Media, the Outright Media Affiliate Network or any Advertisers; 
                    and (c) not publish or otherwise make any false, misleading or deceptive 
                    statements or materials relating to Outright Media, the Outright Media Affiliate 
                    Network, any Advertisers or any Affiliate Opportunities. Publisher will 
                    comply with all Affiliate Agreements to which it is a party.
                2
                    Compliance with 
                    Laws. Publisher will comply with all applicable laws in connection 
                    with its use of the Outright Media Affiliate Network and Outright Media Website 
                    and its participation in Affiliate Opportunities, including its use 
                    of Advertiser Materials and its transmission and operation of Publisher 
                    Properties on which Advertiser Materials are displayed. Without limiting 
                    the generality of the foregoing, Publisher will not, and will not assist, 
                    authorize or encourage any third party to, display any Advertiser Materials 
                    on, or use the Outright Media Affiliate Network in connection with, any 
                    web pages, websites or email messages that violate any applicable laws 
                    or regulations, including the CAN-SPAM Act of 2003, the Children’s 
                    Online Privacy Protection Act, and any other laws governing unsolicited 
                    email messages, privacy, data protection, unfair trade practices, or 
                    deceptive or misleading advertising.

3
                    Prohibited 
                    Properties. Publisher will not, and will have no right to, use the 
                    Outright Media Affiliate Network in connection with any Publisher Property 
                    that (a) promotes any products or services that are designated as prohibited 
                    on Outright Media’s Products Policy viewable at http://www.goldendigitalmedia.com/productpolicy, which may be revised by Outright Media 
                    from time to time, (b) contains any content that violates Outright Media’s 
                    Content Policy viewable at http://www.goldendigitalmedia.com/contentpolicy, which may be revised by Outright Media 
                    from time to time, or (c) links to any website that promotes any such 
                    products or services or contains any such content (such Publisher Property, 
                    “Prohibited Property”). Without limiting the generality of 
                    the foregoing, Publisher will not make any reference to Outright Media or 
                    the Outright Media Network on any Prohibited Property.

4
                    Illegal and Fraudulent 
                    Activity. Publisher will not, and will not assist, authorize or 
                    encourage any third party to, engage in (whether through Publisher Properties 
                    or otherwise) any illegal or fraudulent activity in connection with 
                    the Outright Media Affiliate Network, the Outright Media Website or any Affiliate 
                    Opportunities. Without limiting the generality of the foregoing, Publisher 
                    will not, and will not assist, authorize or encourage any third party 
                    to, artificially or fraudulently inflate the number of Compensable Transactions, 
                    including by: placing any Advertiser Materials on pages that reload 
                    automatically; offering users any incentives or inducement of any kind 
                    (including cash, points, prizes or contest entries) to click on any 
                    Advertiser Materials or otherwise engage in any Compensable Transactions, 
                    except to the extent expressly permitted by an Advertiser in an connection 
                    with an Affiliate Opportunity of such Advertiser, as set forth in the 
                    corresponding Affiliate Opportunity Description; framing the clickthrough 
                    destinations of any Advertiser Materials, except to the extent expressly 
                    permitted by an Advertiser in an connection with an Affiliate Opportunity 
                    of such Advertiser, as set forth in the corresponding Affiliate Opportunity 
                    Description; using blind links (e.g., where Viewers do not know that 
                    they are clicking on a link) or other invisible methods to generate 
                    impressions, clicks or other Compensation Transactions that are not 
                    initiated by the affirmative action of the Viewers; requiring Viewers 
                    to click on any Advertiser Materials in order to obtain some other result 
                    or perform another function (such as leaving a webpage or closing a 
                    window); running “spiders” against Publisher Properties containing 
                    any Advertising Materials; or having Publisher’s employees, contractors 
                    or agents click on any Advertiser Materials.
                5
                    Other Prohibited 
                    Activities. Publisher will not, and will have no right to:
                
                a
                      restrict or inhibit 
                      any other authorized third party from using the Outright Media Affiliate 
                      Network or Outright Media Website;

a:2
                      “hack” any computers, 
                      servers or other systems, or reverse engineer, decompile, disassemble, 
                      or otherwise attempt to gain access to, any software, HTML or other 
                      code, that are used by Outright Media or any of its suppliers in connection 
                      with the operation of the Outright Media Affiliate Network or Outright Media 
                      Website;
                
                a:3
                      provide access to, 
                      or otherwise make available, the Outright Media Affiliate Network or Outright Media 
                      Website, or any page thereof, to any third parties;
                
                a:4
                      “frame” or “mirror” 
                      any portion of the Outright Media Website;
                
                a:5

send (or assist, 
                      authorize or encourage any third party to send) any commercial email 
                      messages (whether or not solicited) that make reference to Outright Media 
                      or the Outright Media Affiliate Network;
                
                a:6
                      use any robot, spider, 
                      site search/retrieval application or other manual or automatic device 
                      or process to retrieve, index, “data mine” or reproduce or circumvent 
                      the navigational structure or presentation of the Outright Media Website;
                
                a:7
                      disclose to any 
                      third parties any features or functionality of the Outright Media Affiliate 
                      Network or Outright Media Website that have not been publicly disclosed 
                      by Outright Media;
                
                a:8
                      harvest or otherwise 
                      collect any information about any other Network Participants;

a:9
                      use the Outright Media 
                      Network or Outright Media Website, or any information obtained therefrom, 
                      to solicit or recruit any other Network Participants to form or join 
                      any affiliate marketing, advertising or similar network; or
                
                a:10
                      redirect or otherwise 
                      interfere with the clicking of Advertiser Materials displayed on the 
                      properties of any other Network Participants, or otherwise block or 
                      interfere with any Compensable Transactions involving any other Network 
                      Participants.
                6
                    Logo. Outright Media 
                    may display Publisher’s logo and trade name on the Outright Media Website 
                    and on Outright Media’s marketing materials to identify Publisher as a 
                    participant in the Outright Media Affiliate Network and to promote such 
                    participation.

1:6
                  PRIVACY
                "1
                    Privacy Policy. 
                    Publisher will conspicuously display an easy-to-understand privacy policy 
                    on all Publisher Properties that are websites, and will display a conspicuous 
                    hyperlink (labeled with the word “Privacy”) from the home pages 
                    of such websites. In addition, Publisher will include a hyperlink to 
                    such privacy policy on all Publisher Properties that are not websites. 
                    Publisher will ensure that such privacy policy will comply with all 
                    laws and regulations regarding the privacy of Viewer information, will 
                    be commercially reasonable, and will fully and accurately disclose Publisher’s 
                    collection and use of Viewer information, Publisher’s disclosure of 
                    Viewer information to third parties (including Outright Media and Advertisers), 
                    and Publisher’s use of third party technology, including Tracking 
                    Codes and other Outright Media tracking technology.
                2
                    Tracking Codes. 
                    Publisher will not alter any Tracking Codes to collect or include any 
                    personally identifiable or sensitive information of any Viewers.
                3
                    Recipient 
                    Data. Publisher acknowledges and agrees that all personally identifiable 
                    information, if any, provided by Viewers through the Tracking Code or 
                    in response to any Advertiser Materials, and all reports, results, and 
                    other information created, compiled, analyzed or derived by Publisher 
                    from such data (collectively, “Viewer Data”), will be the 
                    sole and exclusive property of Advertiser and Outright Media and is considered 
                    Outright Media’s Confidential Information pursuant to this Agreement. 
                    Outright Media and the relevant Advertisers, in their sole discretion, will 
                    have the right to use, market and re-market any Viewer Data without 
                    further obligation to Publisher. Publisher will not make any use of, 
                    copy, make derivative works from, sell, transfer, lease, assign, redistribute, 
                    disclose, disseminate, or otherwise make available in any manner, any 
                    Viewer Data to any third party.
                
                1:7
                  ACCOUNT 
                  TERMINATION
                "1
                    Termination/Suspension 
                    Rights. Either Publisher or Outright Media may terminate Publisher’s 
                    Account at any time, for any or no reason, with or without notice to 
                    the other party. If Publisher wishes to terminate its Account, Publisher 
                    will send an email message to Outright Media through the “Contact Us” 
                    functionality of the Outright Media Website notifying Outright Media of such 
                    termination. In addition, Outright Media may suspend Publisher’s Account 
                    or terminate Publisher’s participation in any Affiliate Opportunities 
                    at any time, for any or no reason, with or without notice to Publisher.

Outright Media shall not be liable to Publisher or any third party for any 
                    such termination or suspension.
                2
                    Effect 
                    of Termination. Upon any termination of Publisher’s Account:
                
                a
                      Publisher will immediately 
                      remove from all Publisher Properties, and will otherwise cease use and 
                      display of, all Advertiser Materials. If Publisher fails to do so, then 
                      in addition to any other rights and remedies that Outright Media may have, 
                      Outright Media may terminate or redirect the Links contained in any Advertiser 
                      Materials that Publisher continues to use or display without compensation 
                      to Publisher and without incurring any liability or obligation to Publisher.
                
                a:2
                      Outright Media may bar 
                      Publisher from any further use of or access to any and all portions 
                      of the Outright Media Website.

a:3
                      Outright Media will 
                      have no obligation to make any payments to Publisher in connection with 
                      any Compensable Transactions occurring on or after such termination. 
                
                a:4
                      Within forty-five 
                      (45) days of the end of the calendar quarter following the calendar 
                      quarter in which such termination occurred, Outright Media will pay to Publisher 
                      all amounts set forth in Section 4.1 corresponding to Advertiser Payments 
                      remitted to Outright Media during the sixty (60) days following such termination 
                      for Compensable Transactions occurring prior to such termination, subject 
                      to (i) any Advertiser Chargebacks not previously paid by Publisher to 
                      Outright Media or offset against Outright Media’s payments to Publisher, (ii) 
                      an offset for any other amounts owed by Publisher to Outright Media, and 
                      (iii) a holdback of any amount that Outright Media reasonable determines 
                      may be needed to support any of Publisher’s indemnification  or other 
                      obligations or liabilities under these Publisher Terms (such holdback 
                      is in addition to any other rights and remedies that Outright Media or any 
                      Advertisers may have in contract, at law or in equity). Notwithstanding 
                      the anything to the contrary, Publisher will forfeit all payments described 
                      in this paragraph if Outright Media terminates Publisher’s Account due 
                      to any breach by Publisher of these Publisher Terms or any Affiliate 
                      Agreement to which Publisher is a party.
                
                a:5
                      Within thirty (30) 
                      days of such termination, Publisher will pay to Outright Media any amounts 
                      owed by Publisher to Outright Media.

a:6
                      Such termination 
                      will not affect any rights or liabilities of the parties that accrued 
                      prior to such termination. Neither party will have no liability to the 
                      other party for terminating Publisher’s Account in accordance with 
                      these Publisher Terms, including any liability for compensation, reimbursement 
                      or damages on account of the loss of prospective profits or anticipated 
                      sales or on account of expenditures, inventory, investment, leases or 
                      commitments in connection with the business or goodwill of the other 
                      party.
                
                a:7
                      The rights and obligations 
                      contained in Sections 
                      and

of these Publisher Terms shall survive any termination of Publisher’s 
                      Account.
                
                1:8
                  
                
                Publisher 
                acknowledges and agrees that, in connection with Publisher’s participation 
                in the Outright Media Affiliate Network or Publisher’s use of the Outright Media 
                Website, Publisher may be provided with certain confidential and proprietary 
                data and information from time to time (“Confidential 
                Information”). Without limiting the generality of the foregoing, 
                the amount of Advertiser Payments that are paid and payable to Advertiser, 
                and the rates and other information used to calculation such Advertiser 
                Payments, will be deemed to be Confidential Information. Publisher will 
                not, and will have no right to, disclose any Confidential Information 
                to any third parties, or use any Confidential Information except in 
                connection with the exercise of its rights or performance of its obligations 
                under these Publisher Terms.
                1:9

TO 
                THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Outright Media AND 
                ITS AFFILIATES, AND ITS AND THEIR LICENSORS, SUPPLIERS, ADVERTISERS, 
                SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN 
                CONNECTION WITH THE Outright Media NETWORK, Outright Media WEBSITE, ALL AFFILIATE 
                OPPORTUNITIES AND ALL OTHER ASPECTS OF THESE PUBLISHER TERMS, INCLUDING 
                IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, 
                AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE 
                FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Without 
                limiting the generality of the foregoing, none of Outright Media and its 
                affiliates, and its and their licensors, suppliers, advertisers, sponsors 
                and agents, makes any representations or warranties that Publisher’s 
                use of the Outright Media Network or the Outright Media Website, or Publisher’s 
                participation in any Affiliate Opportunities, will be uninterrupted, 
                error-free or secure, or that defects will be corrected. Publisher assumes 
                all responsibility and risk for Publisher’s use of the Outright Media 
                Network and Outright Media Website and Publisher’s participation in Affiliate 
                Opportunities. No opinion, advice or statement of Outright Media or its 
                affiliates will create any warranty.
                1:10
                
                
                Publisher 
                will indemnify, defend and hold Outright Media and its affiliates, and its 
                and their licensors, suppliers, advertisers, sponsors and agents, harmless 
                from and against any and all claims, suits, proceedings, demands and 
                actions, and all losses, liabilities, costs and expenses of any nature 
                (including reasonable attorneys’ fees), arising out of or relating 
                to (a) any breach by Publisher of any provision of these Publisher Terms 
                or any Affiliate Agreement, (b) any Publisher Property, or (c) any other 
                acts or omissions of Publisher in connection with Publisher’s use 
                of the Outright Media Affiliate Network or Outright Media Site or Publisher’s 
                participation in any Affiliate Opportunity.
                1:11

NONE 
                OF Outright Media AND ITS AFFILIATES, AND ITS AND THEIR LICENSORS, SUPPLIERS, 
                ADVERTISERS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND 
                AGENTS, WILL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, 
                CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, OR ANY 
                DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, LOST PROFITS 
                OR BUSINESS INTERRUPTION, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY 
                OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY WAY TO THE Outright Media 
                NETWORK, THE Outright Media WEBSITE, ANY AFFILIATE OPPORTUNITIES OR ANY 
                OTHER ASPECT OF THESE PUBLISHER TERMS, EVEN IF EXPRESSLY ADVISED OF 
                THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF Outright Media 
                AND ITS AFFILIATES TO PUBLISHER IN CONNECTION WITH THE Outright Media NETWORK, 
                THE Outright Media WEBSITE, ALL AFFILIATE OPPORTUNITIES AND ALL OTHER ASPECTS 
                OF THESE PUBLISHER TERMS WILL NOT EXCEED THE GREATER OF (A) the sum 
                of all Commissions collected by Outright Media (if any) for 
                AFFILIATE OPPORTUNITIES IN WHICH PUBLISHER PARTICIPATED 
                during the twelve-month period immediately preceding the first event 
                giving rise to such liability AND (B) ONE THOUSAND U.S. DOLLARS (US$1,000).
                Publisher 
                acknowledges that Outright Media has permitted Publisher to participate 
                in the Outright Media Affiliate Network and to use the Outright Media Website 
                in reliance on the limitations of liability, disclaimers of warranties, 
                exclusion of damages and exclusive remedies contained in these Publisher 
                Terms, and that each of the foregoing provisions forms an essential 
                and fundamental part of the basis of the bargain between the parties, 
                without which Outright Media would not have granted such permission. Each 
                party agrees that such provisions will survive and apply notwithstanding 
                any failure of essential purpose of any limited remedy or limitation 
                of liability.
                1: 12
                 
                
                These 
                Publisher Terms, and any dispute, controversy, proceedings or claim 
                of whatever nature arising out of or in any way relating to these Publisher 
                Terms, will be governed by and construed in accordance with the laws 
                of Hong Kong Special Administrative Region of the People’s Republic 
                of China. These Publisher Terms will not be governed by the United Nations 
                Convention on Contracts for the International Sale of Goods, the application 
                of which is hereby expressly excluded. The parties irrevocably agree 
                to the non-exclusive jurisdiction of the courts of Hong Kong for the 
                purpose of hearing and determining any suit, action or proceeding, or 
                settling any dispute, arising out of or in connection with these Publisher 
                Terms.
            1:13

1
                    Severability. 
                    If any provision of these Publisher Terms will be held illegal or otherwise 
                    unenforceable, (a) such provision will be reformed without further action 
                    by the parties to the extent necessary to make such provision valid 
                    and enforceable, and (b) the validity or enforceability of the remainder 
                    of these Publisher Terms will not be affected.
                2
                    Waiver. The 
                    waiver by either party of a breach of or a default under any provision 
                    of these Publisher Terms will not be effective unless in writing and 
                    will not be construed as a waiver of any subsequent breach of or default 
                    under the same or any other provision of these Publisher Terms, nor 
                    will any delay or omission on the part of either party to exercise or 
                    avail itself of any right or remedy that it has or may have under these

Publisher Terms operate as a waiver of any right or remedy.
                3
                    Construction. 
                    The various section headings of these Publisher Terms are inserted for 
                    convenience of reference only and will not affect the meaning or interpretation 
                    of these Publisher Terms or any section thereof. These Publisher Terms 
                    will be deemed to have been drafted by both Outright Media and Publisher 
                    and, in the event of a dispute, neither party hereto will be entitled 
                    to claim that any provision should be construed against the other party 
                    by reason of the fact that it was drafted by one particular party. In 
                    these Publisher Terms unless otherwise specified, the words “include” 
                    and “including” will not be construed as terms of limitation, and 
                    will therefore mean “including but not limited to” and “including 
                    without limitation.”

4
                    Relationship 
                    of Parties. These Publisher Terms will not be construed as creating 
                    an agency, partnership, joint venture or any other form of association, 
                    for tax purposes or otherwise, between the parties, and the parties 
                    will at all times be and remain independent contractors. Publisher will 
                    not have any right or authority, express or implied, to assume or create 
                    any obligation of any kind, or to make any representation or warranty, 
                    on behalf of Outright Media or any of its affiliates, or to bind Outright Media 
                    or any of its affiliates in any respect whatsoever. Publisher will be 
                    responsible for all costs and expenses incurred by Publisher in connection 
                    with these Publisher Terms and all Affiliate Agreements and Affiliate 
                    Opportunities.
                5
                    Assignment. 
                    Publisher may not assign, delegate or otherwise transfer (whether voluntarily, 
                    by operation of law or otherwise) these Publisher Terms, or any of its 
                    rights or duties under these Publisher Terms, without the written consent 
                    of Outright Media. Subject to the foregoing, these Publisher Terms will 
                    be binding upon and will inure to the benefit of the parties and their 
                    respective successors and permitted assigns.
                6
                    Entire Agreement. 
                    These Publisher Terms constitute the entire agreement between Publisher 
                    and Outright Media relating to the subject matter of these Publisher Terms 
                    and supersede any and all prior and contemporaneous written or oral 
                    agreements and communications between the parties with respect to such 
                    subject matter.

I have read and I accept the Publisher Terms. *

Publisher Terms (You have to scroll to the bottom to accept the terms and agreements)

RESPECT TO EACH AFFILIATE OPPORTUNITY, THE PARTIES TO THIS AGREEMENT 
                ARE THE Outright Media AFFLIATE NETWORK MEMBER OFFERING SUCH AFFILIATE OPPORTUNITY 
                (“ADVERTISER”) AND THE NETWORK AFFILIATE NETWORK MEMBER REQUESTING 
                TO PARTICIPATE IN SUCH AFFILIATE OPPORTUNITY (“PUBLISHER”). 
                ADVERTISER AND PUBLISHER HEREBY AGREE AS FOLLOWS:

1
                  PARTICIPATION REQUIREMENTS
                
                1
                    Requirements 
                    for Individuals. If either Advertiser or Publisher (each, a “Party”) 
                    is an individual, such Party represents that he or she is (a) at least 
                    eighteen (18) years of age and (b) of legal age to agree to this Agreement.

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                    Profile Information. 
                    Each Party will ensure that all information that it has provided in 
                    its user profile on the Outright Media Website (“Profile Information”) 
                    will be accurate and complete at all times. Each Party will immediately 
                    update its user profile on the Outright Media Website to reflect any changes 
                    to its Profile Information. Each Party acknowledges and agrees that 
                    the other Party may use and rely on all of the other Party’s Profile 
                    Information.
                
                1:2
                  AFFILIATE OPPORTUNITY 
                  DESCRIPTION
                
                1
                    Contents. 
                    Advertiser represents and warrants that the description of the Affiliate 
                    Opportunity posted on the Outright Media Website (“Affiliate Opportunity 
                    Description”) accurately describes all of the following:

a
                      the websites operated 
                      by Advertiser to which the Advertiser Materials are linked (“Advertiser 
                      Websites”);
                
                a:2
                      the types of properties 
                      (e.g., web pages, email messages and/or software applications) controlled 
                      by Publisher on which Publisher will be permitted to display the Advertiser 
                      Materials; and
                
                a:3
                      the type of action 
                      that individuals who view the Advertiser Materials (“Viewers”) 
                      must take (e.g., clicking on such Advertiser Materials, purchasing goods 
                      or services from Advertiser, or registering on Advertiser’s websites) 
                      to trigger Advertiser’s obligation to compensate Publisher for the 
                      Affiliate Opportunity (each such action, a “Compensable Transaction”), 
                      and the nature and amount of such compensation.

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                    Modifications. 
                    Publisher acknowledges and agrees that the Affiliate Opportunity Description 
                    may be modified by Advertiser from time to time, and that such modifications 
                    will be effective when displayed on the Outright Media Website.
                
                1:3
                  ADVERTISER MATERIALS
                
                1
                    License 
                    to Publisher. Subject to the terms and conditions of this Agreement, 
                    Advertiser hereby grants to Publisher a limited, non-exclusive, non-transferable, 
                    non-sublicensable license to (a) download the Advertising Materials 
                    and (b) display and distribute the Advertiser Materials on the web pages, 
                    email messages, software applications and other items that are controlled 
                    by Publisher and identified in Publisher’s Profile Information at 
                    the time of Advertiser’s approval of Publisher for the Affiliate Opportunity 
                    (collectively, “Publisher Properties”).

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                    Display Restrictions. 
                    Publisher will not display any Advertiser Materials on:
                
                a
                      any website, email 
                      message, software application or other item that is not a Publisher 
                      Property;
                
                a:2
                      any Publisher Property 
                      that (i) promotes any products or services that are designated as prohibited 
                      on Outright Media’s Products Policy viewable at http://www.Outright Media/productpolicy, which may be revised by Outright Media 
                      from time to time, (ii) contains any content that violates Outright Media’s 
                      Content Policy viewable at http://www.goldendigitalmedia.com/contentpolicy, which may be revised by Outright Media 
                      from time to time, or (iii) links to any website that promotes any such 
                      products or services or contains any such content;

a:3
                      any Publisher Property 
                      that is not of the types of properties (e.g., websites, email messages 
                      or software applications) on which Advertiser expressly permits Advertiser 
                      Materials to be displayed, as set forth in the Affiliate Opportunity 
                      Description (as may be modified from time to time as described in Section );
                
                a:4
                      any unsolicited 
                      commercial e-mail messages; or
                
                a:5
                      any pop-up or pop-under 
                      windows that are not launched directly from a Publisher Property.

1:3
                    Other Restrictions. 
                    Publisher will not, and will have no right to: (a) remove or alter any 
                    copyright or trademark notices contained in any Advertiser Materials, 
                    or otherwise modify or create derivative works of any Advertiser Materials; 
                    (b) sublicense, assign, sell or otherwise transfer to any third party 
                    any of the rights granted to Publisher under Section ; 
                    or (c) reproduce, display, distribute or otherwise use or exploit any 
                    Advertiser Materials except as expressly permitted in this Agreement.

All Advertiser Materials (and all copyright and other intellectual property 
                    rights therein) will remain the property of Advertiser.
                
                1:4
                  OTHER PROVISIONS
                
                1
                    Advertiser Websites. 
                    Advertiser will link Advertiser Materials to the Advertiser Websites 
                    identified in the Affiliate Opportunity Description (as may be modified 
                    as described in Section ), 
                    and not to any other websites. Advertiser will ensure that no Advertiser 
                    Websites will (a) promote any products or services that are designated 
                    as prohibited on Outright Media’s Products Policy viewable at http://www.goldendigitalmedia.com/productpolicy, which may be revised by Outright Media 
                    from time to time, (ii) contain any content that violates Outright Media’s 
                    Content Policy viewable at http://www.goldendigitalmedia.com/contentpolicy, which may be revised by Outright Media 
                    from time to time, or (iii) link to any website that promotes any such 
                    products or services or contains any such content.

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                    Potential Claims. 
                    If either Party becomes aware of any potential claim in connection with 
                    any Advertiser Materials or Advertiser Website, such Party will provide 
                    prompt written notice of such potential claim to the other Party.
                
                1:3
                    Keywords. 
                    Without the prior written approval of Advertiser, Company will not purchase 
                    keywords from search engine service providers that include any trademarks, 
                    service marks or brand names of Advertiser, or any derivatives of any 
                    such trademarks, service marks or brand names.
                
                1:5
                  PAYMENTS

1
                    Advertiser 
                    Payments and Reports. Within thirty (30) days of the end of each 
                    calendar month, Advertiser will:
                
                a
                      pay to Outright Media, 
                      for each Compensable Transaction occurring during such month, the amount 
                      set forth in the Affiliate Opportunity Description as of the date of 
                      such Compensable Transaction, together with any applicable taxes (“Advertiser 
                      Payment”); and
                
                a:2
                      provide 
                      Outright Media with an accurate and complete report containing all of the 
                      following information: (i) the number of Viewers who clicked on Advertiser 
                      Materials (“Referred Viewers”) during such month; (ii) the 
                      number of Referred Viewers who engaged in Compensable Transactions during 
                      such month; (iii) the number of Referred Viewers who did not engage 
                      in Compensable Transactions during such month; and (iv) with respect 
                      to each Compensable Transaction during such month, the date of such 
                      Compensable Transaction, the Publisher ID number associated with such 
                      Compensable Transaction, and all information applicable to the calculation 
                      of the Advertiser Payment for such Compensable Transaction.

All Advertiser Payments will 
                be calculated based upon tracking and reporting provided by Outright Media.
                1:2
                    Links and Tracking 
                    Codes. Publisher acknowledges that Advertiser Materials will contain 
                    hyperlinks to Advertiser Websites (“Links”) and transaction 
                    tracking codes and/or other mechanisms used to identify transactions 
                    resulting from clicks on Advertiser Materials displayed by Publisher 
                    (“Tracking Codes”). Publisher acknowledges and agrees that 
                    Advertiser will have no payment obligations in connection with (a) any 
                    click on any Advertiser Materials that does not contain a Link or does 
                    not otherwise result in the Viewer being linked to an Advertiser Website, 
                    or (b) any Compensable Transaction that is not tracked using a Tracking 
                    Code or is otherwise not identified by Outright Media as resulting from 
                    a click on Advertiser Materials displayed by Publisher.
                
                1:3
                    Records; 
                    Audits. During the period in which this Agreement remains 
                    in effect and for a period three (3) years thereafter, Advertiser will 
                    keep and maintain complete and accurate books and records of all amounts 
                    paid and payable by Advertiser under this Agreement. Advertiser will 
                    allow Publisher and its representatives to audit Advertiser’s books 
                    and records in order to verify the accuracy of Advertiser’s payments 
                    under this Agreement. Publisher will provide Advertiser with at least 
                    ten (10) days’ prior written notice of any audit. Each audit will 
                    be conducted during Advertiser’s regular office hours. Advertiser 
                    will promptly pay to Outright Media the amount of any deficiency in Advertiser’s 
                    payments to Outright Media under this Agreement. If any audit reveals any 
                    underpayment by Advertiser of five percent (5%) or more, Advertiser 
                    will reimburse Publisher for all costs and expenses incurred by Publisher 
                    in connection with such audit.

1:6
                  GENERAL OBLIGATIONS
                
                1
                    Standard of Conduct. 
                    Each Party will: (a) conduct itself in a professional manner that reflects 
                    favorably at all times on the good name, goodwill and reputation of 
                    the other Party; (b) avoid deceptive, misleading or unethical practices 
                    that are or might be detrimental to the other Party; and (c) not publish 
                    or otherwise make any false, misleading or deceptive statements or materials 
                    relating to the other Party or the Affiliate Opportunity.
                
                1:2
                    Compliance with 
                    Laws. Each Party will comply with all applicable laws and regulations 
                    in connection with the Affiliate Opportunity, including the CAN-SPAM 
                    Act of 2003, the Children’s Online Privacy Protection Act, and any 
                    other laws governing unsolicited email messages, privacy, data protection, 
                    unfair trade practices, or deceptive or misleading advertising.

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                    Illegal and Fraudulent 
                    Activity. Neither Party will, or will assist, authorize or encourage 
                    any third party to, engage in any illegal or fraudulent activity in 
                    connection with the Affiliate Opportunity, including the artificial 
                    or fraudulent inflation or reduction of the number of Compensable Transactions 
                    or the amount of the Advertiser Payments payable by Advertiser. Without 
                    limiting the generality of the foregoing, Publisher will not, and will 
                    not assist, authorize or encourage any third party to, inflate the number 
                    of Compensable Transactions by: placing any Advertiser Materials on 
                    pages that reload automatically; offering users any incentives or inducement 
                    of any kind (including cash, points, prizes or contest entries) to click 
                    on any Advertiser Materials or otherwise engage in any Compensable Transactions, 
                    except to the extent expressly permitted in the Affiliate Opportunity 
                    Description; framing any Advertiser Websites, except to the extent expressly 
                    permitted in the Affiliate Opportunity Description; using blind links 
                    (e.g., where Viewers do not know that they are clicking on a link) or 
                    other invisible methods to generate impressions, clicks or other Compensation 
                    Transactions that are not initiated by the affirmative action of the 
                    Viewers; requiring Viewers to click on any Advertiser Materials in order 
                    to obtain some other result or perform another function (such as leaving 
                    a webpage or closing a window); running “spiders” against Publisher 
                    Properties containing any Advertising Materials; or having Publisher’s 
                    employees, contractors or agents click on any Advertiser Materials. 
                    No transactions resulting from any activities prohibited in this paragraph 
                    will qualify as Compensable Transactions.
                
                1:7
                  PRIVACY
                
                1
                    Privacy Policies.

a
                      Publisher 
                      will conspicuously display an easy-to-understand privacy policy on all 
                      Publisher Properties that are websites, and will display a conspicuous 
                      hyperlink (labeled with the word “Privacy”) from the home pages 
                      of such websites. In addition, Publisher will include a hyperlink to 
                      such privacy policy on all Publisher Properties that are not websites.
                
                a:2
                      Advertiser 
                      will conspicuously display an easy-to-understand privacy policy on all 
                      Advertiser Websites, and will display a conspicuous hyperlink (labeled 
                      with the word “Privacy”) from the home pages of all Advertiser Websites.
                
                a:3
                      Each Party will 
                      ensure that the privacy policies of such Party described in Section 
                      or  above, as applicable, will comply 
                      with all laws and regulations regarding the privacy of Viewer information, 
                      will be commercially reasonable, and will fully and accurately disclose 
                      such Party’s collection and use of Viewer information, such Party’s 
                      disclosure of Viewer information to third parties (including Outright Media 
                      and the other Party), and such Party’s use of third party technology, 
                      including Tracking Codes and other Outright Media tracking technology.

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                    Tracking Codes. 
                    Publisher will not alter any Tracking Codes to collect or include any 
                    personally identifiable or sensitive information of any Viewers.
                
                1:3
                    Recipient 
                    Data. Publisher acknowledges and agrees that all personally identifiable 
                    information, if any, provided by Viewers through Tracking Codes or in 
                    response to any Advertiser Materials, and all reports, results, and 
                    other information created, compiled, analyzed or derived by Publisher 
                    from such data (collectively, “Viewer Data”), will be the 
                    sole and exclusive property of Advertiser and Outright Media. Outright Media 
                    and Advertiser, in their sole discretion, will have the right to use, 
                    market and re-market any Viewer Data without further obligation to Publisher. 
                    Publisher will not make any use of, copy, make derivative works from, 
                    sell, transfer, lease, assign, redistribute, disclose, disseminate, 
                    or otherwise make available in any manner, any Viewer Data to any third 
                    party.
                
                1:8
                  TERMINATION

1
                   Termination/Suspension 
                    by Outright Media. Each Party acknowledges that the other Party’s 
                    participation in the Outright Media Affiliate Network or the Affiliate Opportunity 
                    may be terminated or suspended by Outright Media at any time, with or without 
                    notice, in which case this Agreement will immediately terminate.
                
                1:2
                    Termination 
                    of Publisher’s Participation. Either Party may terminate Publisher’s 
                    participation in the Affiliate Opportunity at any time, for any or no 
                    reason, with or without notice to the other Party, in which case this 
                    Agreement will immediately terminate.
                
                1:3
                    Effect 
                    of Termination. Upon any termination of this Agreement:

a
                      All licenses of 
                      Advertiser Materials granted to Publisher under this Agreement will 
                      terminate. Publisher will immediately remove from all Publisher Properties, 
                      and will otherwise cease use and display of, all Advertiser Materials. 
                      If Publisher fails to do so, then in addition to any other rights and 
                      remedies that Advertiser may have, Advertiser may terminate or redirect 
                      the Links contained in any Advertiser Materials that Publisher continues 
                      to use or display without compensation to Publisher and without incurring 
                      any liability or obligation to Publisher.
                
                a:2
                      Advertiser will 
                      have no obligation to make any payments to Publisher in connection with 
                      any Compensable Transactions occurring on or after such termination.
                
                a:3
                      Within fifteen (15) 
                      days of the end of the calendar month in which such termination occurred, 
                      Advertiser will (i) pay to Outright Media all Advertiser Payments corresponding 
                      to Compensable Transactions occurring during such month prior to such 
                      termination, and (ii) provide Outright Media with a report, as set forth 
                      in Section , with respect to such month.

a:4
                      Such termination 
                      will not affect any rights or liabilities of the Parties that accrued 
                      prior to such termination. Neither Party will have any liability to 
                      the other Party for terminating this Agreement in accordance with Section  
                      including any liability for compensation, reimbursement or damages on 
                      account of the loss of prospective profits or anticipated sales or on 
                      account of expenditures, inventory, investment, leases or commitments 
                      in connection with the business or goodwill of the other Party.
                
                a:5
                      The rights and obligations 
                      contained in Sections

of this Agreement will survive any termination of this Agreement.
                
                1:9
                 DISCLAIMERS
                
                      TO 
                THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EACH PARTY AND 
                ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION 
                WITH THE AFFILIATE OPPORTUNITY AND ALL OTHER ASPECTS OF THIS AGREEMENT, 
                INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, 
                AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE 
                FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
                1:10
                  INDEMNITY

1
                    By Publisher. 
                    Publisher will indemnify, defend and hold Advertiser and its affiliates 
                    harmless from and against any and all claims, suits, proceedings, demands 
                    and actions, and all losses, liabilities, costs and expenses of any 
                    nature (including reasonable attorneys’ fees), arising out of or relating 
                    to (a) any breach by Publisher of any provision of this Agreement, or 
                    (b) any Publisher Property.
                
                1:2
                    By Advertiser. 
                    Advertiser will indemnify, defend and hold Publisher and its affiliates 
                    harmless from and against any and all claims, suits, proceedings, demands 
                    and actions, and all losses, liabilities, costs and expenses of any 
                    nature (including reasonable attorneys’ fees), arising out of or relating 
                    to (a) any breach by Advertiser of any provision of this Agreement, 
                    or (b) any Advertiser Materials or Advertiser Websites.
                
                1:11
                  LIMITATIONS 
                  OF LIABILITY

NEITHER 
                PARTY, ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, 
                CONSULTANTS OR AGENTS, WILL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, 
                INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, 
                OR ANY DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, 
                LOST PROFITS OR BUSINESS INTERRUPTION, UNDER ANY CONTRACT, NEGLIGENCE, 
                STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY 
                WAY TO THE AFFILIATE OPPORTUNITY OR ANY OTHER ASPECT OF THIS AGREEMENT, 
                EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE 
                LIABILITY OF EACH PARTY AND ITS AFFILIATES TO PUBLISHER IN CONNECTION 
                WITH THE AFFILIATE OPPORTUNITY AND ALL OTHER ASPECTS OF THIS AGREEMENT 
                (EXCLUDING SUCH PARTY’S PAYMENT OBLIGATIONS HEREUNDER) WILL NOT EXCEED 
                THE GREATER OF (A) the sum of all ADVERTISER PAYMENTS 
                (if any) ACTUALLY RECEIVED BY ADVERTISER UNDER THIS AGREEMENT 
                during the twelve-month period immediately preceding the first event 
                giving rise to such liability AND (B) ONE THOUSAND U.S. DOLLARS (US$1,000).
                      Each 
                Party acknowledges that the other Party has agreed to Publisher’s 
                participation in the Affiliate Opportunity in reliance on the limitations 
                of liability, disclaimers of warranties, exclusion of damages and exclusive 
                remedies contained in this Agreement, and that each of the foregoing 
                provisions forms an essential and fundamental part of the basis of the 
                bargain between the Parties, without which the other Party would not 
                have agreed to such participation. Each Party agrees that such provisions 
                will survive and apply notwithstanding any failure of essential purpose 
                of any limited remedy or limitation of liability.
                1:12
                  
                  RESOLUTION
                
                      This 
                Agreement, and any dispute, controversy, proceedings or claim of whatever 
                nature arising out of or in any way relating to this Agreement, will 
                be governed by and construed in accordance with the laws of Hong Kong 
                Special Administrative Region of the People’s Republic of China. This 
                Agreement will not be governed by the United Nations Convention on Contracts 
                for the International Sale of Goods, the application of which is hereby 
                expressly excluded.
                1:13
                  MISCELLANEOUS

1
                    Severability. 
                    If any provision of this Agreement will be held illegal or otherwise 
                    unenforceable, (a) such provision will be reformed without further action 
                    by the Parties to the extent necessary to make such provision valid 
                    and enforceable, and (b) the validity or enforceability of the remainder 
                    of this Agreement will not be affected.
                
                1:2
                    Waiver. The 
                    waiver by either Party of a breach of or a default under any provision 
                    of this Agreement will not be effective unless in writing and will not 
                    be construed as a waiver of any subsequent breach of or default under 
                    the same or any other provision of this Agreement, nor will any delay 
                    or omission on the part of either Party to exercise or avail itself 
                    of any right or remedy that it has or may have under this Agreement 
                    operate as a waiver of any right or remedy.
                
                1:3
                    Construction. 
                    The various section headings of this Agreement are inserted for convenience 
                    of reference only and will not affect the meaning or interpretation 
                    of this Agreement or any section thereof. This Agreement will be deemed 
                    to have been drafted by both Parties and, in the event of a dispute, 
                    neither Party hereto will be entitled to claim that any provision should 
                    be construed against the other Party by reason of the fact that it was 
                    drafted by one particular Party. In this Agreement, unless otherwise 
                    specified, the words “include” and “including” will not be construed 
                    as terms of limitation, and will therefore mean “including but not 
                    limited to” and “including without limitation.”

1:4
                    Relationship 
                    of Parties. This Agreement will not be construed as creating an 
                    agency, partnership, joint venture or any other form of association, 
                    for tax purposes or otherwise, between the Parties, and the Parties 
                    will at all times be and remain independent contractors. Neither Party 
                    will not have any right or authority, express or implied, to assume 
                    or create any obligation of any kind, or to make any representation 
                    or warranty, on behalf of the other Party any of its affiliates, or 
                    to bind the other Party or any of its affiliates in any respect whatsoever. 
                    Each Party will be responsible for all costs and expenses incurred by 
                    such Party in connection with the Affiliate Opportunity.
                
                1:5
                    Assignment. 
                    Neither Party may assign, delegate or otherwise transfer (whether voluntarily, 
                    by operation of law or otherwise) this Agreement, or any of its rights 
                    or duties under this Agreement, without the written consent of the other 
                    Party. Subject to the foregoing, this Agreement will be binding upon 
                    and will inure to the benefit of the Parties and their respective successors 
                    and permitted assigns.
                
                1:6
                    Entire Agreement. 
                    This Agreement constitutes the entire agreement between the Parties 
                    relating to the subject matter hereof and supersede any and all prior 
                    and contemporaneous written or oral agreements and communications between 
                    the Parties with respect to such subject matter.

I have read and I accept the Publisher Terms. *