This AdStation Affiliate Advertising Agreement (the "Agreement") is entered into effective upon the date of acceptance of your affiliate application by Adknowledge, as reflected in Adknowledge's confirmation to you of the same (the "Effective Date") by and between Adknowledge, Inc., a Delaware corporation with a principal business address of 4600 Madison, 10th Floor, Kansas City, MO 64112 ("Adknowledge"), and you, as reflected in the information you provided to Adknowledge in application to participate in the Adknowledge affiliate program, including your corporate name, the laws of the state under which your business is organized, and your principal business address ("Company").

WHEREAS, Adknowledge operates an advertising program through which it assists customers in marketing third party goods and services (the "Program");

WHEREAS, Adknowledge obtains and maintains a collection of advertising inventory, composed of graphical creatives, subject lines and text link promotions (the "Content") sorted by category, which may change from time to time, and which is made available to Affiliate via a web interface provided by Adknowledge at www.adstation.com (collectively, the "Marketing Services"); and

WHEREAS, Company has rightful access to and will only deliver Content to a list of permission based email addresses (the "Database") and/or operates one or more Internet websites (the "Websites") or otherwise delivers Content as Adknowledge may from time to time authorize in writing;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Revenue and Reporting.
   1. Revenue Sharing. Adknowledge will report to Company the amount of money Company earned the prior day in an online report. An automated revenue sharing formula taking into account conversion rates, traffic quality and market dynamics shall be used to determine the amount of money earned by each party.
   2. Payment After Collections. Adknowledge shall pay Company within thirty (30) calendar days after receipt of invoice from Company, less any adjustments explicitly described herein; provided, however, that if Company tenders to Adknowledge ACH payment instructions and, by the fourth business day of each month, an accurate invoice, then Adknowledge shall pay Company within fifteen (15) calendar days after receipt of invoice from Company, rather than thirty (30). In the event a legal action is brought against or a dispute is raised with Adknowledge by one of its advertisers in connection with Company, Adknowledge reserves the right to hold amounts otherwise due and owing to Company under this Agreement until the legal action or dispute is resolved. If an advertiser makes an overpayment to Adknowledge for any reason and Adknowledge has already paid funds to Company, Adknowledge may debit a future payment to Company or invoice Company for the appropriate amount. Adknowledge reserves the right to investigate invalid or questionable traffic and to make revenue adjustments in its sole reasonable discretion based upon its findings and determinations. Adknowledge shall notify Company of any disputes or investigations, and the outcome of the same. In the event Adknowledge suspects Company may have sent an email that violates law or this Agreement, Company shall cooperate fully with Adknowledge.s investigation, and shall within 48 hours of request, tender to Adknowledge all information relevant to its investigation.
2. Company Representation and Warranties. Company represents and warrants that:
   1. Company is performing this Agreement without use of or reliance upon any third party sub-affiliates or partners. If Company performs this Agreement through one or more third party sub-affiliates, it agrees to unconditionally bear the obligations, risks and liabilities of each such third party . Upon written demand by Adknowledge, in Adknowledge's sole discretion, Company shall cease such relationship with any or all sub-affiliates or partners for purposes of performance of this Agreement. To the extent Company performs this Agreement through use of or reliance upon any third party sub-affiliate or partner, Company specifically represents and warrants that each such third party sub-affiliate or partner shall adhere to each of the further representations and warranties set forth herein, and that Company is only working with third party sub-affiliates or partners who have entered into a written agreement with Company containing representation and warranty provisions substantially similar to those set forth herein.
   2. It is and shall remain in compliance with the CAN-SPAM Act and other applicable federal and state law and regulation governing online advertising and the transmission of commercial email, including the obligation to cease transmission of any commercial email under this Agreement within ten (10) calendar days of receipt of an opt-out message from a user, unless the user subsequently requests such email communication be initiated again;
   3. It shall identify itself and not list or display any advertiser participating in the Program in the "From" line of any email sent in performance of this Agreement;
   4. It shall provide a functioning unsubscribe link, Company's name, a valid postal mailing address and link to both its website and privacy policy, in each email it sends in performance of this Agreement;
   5. The Database is wholly composed of permission based email obtained and maintained in conformity with all applicable law, including without limitation, the CAN-SPAM Act and applicable state law;
   6. It will not modify or alter the Content provided through the Marketing Services without Adknowledge's prior written consent;
   7. It shall deliver the Content only to U.S. and Canadian email addresses, unless otherwise authorized in a prior written notice by Adknowledge to Company.
   8. During the term of this Agreement, Company shall not utilize Adknowledge Content as a prospecting tool for purposes of soliciting Adknowledge advertisers.
   9. It is a business in good standing organized under the laws of the state above referenced, and has all rights necessary to enter into and be bound by the terms of this Agreement, including a reasonably drafted privacy policy permitting it to perform the terms herein.
   10. It shall download and apply the Adknowledge Suppression List at least once every seven (7) days and take such other reasonable steps as needed to prevent Content from being delivered to email addresses listed therein.
   11. Upon request by Adknowledge, Company shall provide date, time stamp and site ID for any user in the Company Database within 48 hours of such request.
   12. It shall not use any fraudulent or incentivized means, promotional or otherwise, to perform this Agreement. "Fraudulent or incentivized means" include, but are not limited to: (i) adding leads or clicks through fraudulent traffic generation, such as prepopulation of forms or via other such mechanisms not approved by Adknowledge; (ii) requiring a user to click in order to receive any benefit other than that being promoted by the Adknowledge advertiser, or obtain some other result or perform another function such as leaving a webpage or closing a window; (iii) generating traffic arising directly or indirectly from "paid to read" type plans or programs; or (iv) any other activity whatsoever in violation of US law, or any other conduct in breach of the terms herein.
   13. It shall abide by any category or sub-ID daily click or revenue caps as determined by Adknowledge from time to time. For the avoidance of doubt, Company understands Adknowledge may in its sole discretion decline to pay or otherwise compensate Company for any clicks, leads or traffic in excess of such caps.
3. Adknowledge Representations and Warranties. Adknowledge warrants and represents that: (a) it is a corporation duly organized and has full power and authority to enter into this Agreement; and (b) it shall use commercial best efforts to ensure that no gambling, patently offensive or pornographic promotions or images are stored or maintained in its available inventory for performance of this Agreement.
4. Intellectual Property. Company acknowledges that Adknowledge exclusively owns all right, title and interest to and in the graphical creative style, design, look and feel, trademarks, copyrights, and related intellectual property pertaining to the Marketing Services, and that this Agreement does not transfer any ownership rights to Company or any third party. Company agrees to follow all requirements reasonably made by Adknowledge to protect Adknowledge's intellectual property. Adknowledge shall track certain data pertaining to each campaign performed under this Agreement, including clicks, opens and click-throughs. This data shall be sole and exclusive proprietary property of Adknowledge, which shall own all right, title and interest therein. Notwithstanding the preceding sentence, Company may obtain and track, through its own know-how, similar or substantially similar data in its course of performance of this Agreement, and Adknowledge makes no ownership claims to such data collected by Company.
5. Mutual Indemnification. ADKNOWLEDGE SHALL DEFEND, INDEMNIFY AND HOLD COMPANY HARMLESS FROM AND AGAINST ANY JUDGMENT, LOSS, DAMAGE, CLAIM OR EXPENSE ARISING OUT OF ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF ADKNOWLEDGE SET FORTH HEREIN. COMPANY SHALL DEFEND, INDEMNIFY AND HOLD ADKNOWLEDGE, AND ITS ADVERTISERS HARMLESS FROM AND AGAINST ANY JUDGMENT, LOSS, DAMAGE, CLAIM OR EXPENSE ARISING OUT OF ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF COMPANY SET FORTH HEREIN, INCLUDING REPRESENTATIONS OF COMPANY'S COMPLIANCE WITH STATE AND FEDERAL LAWS AND REGULATIONS, SUCH AS THE CAN-SPAM ACT OF 2003, GOVERNING THE DISTRIBUTION OF COMMERCIAL ELECTRONIC COMMUNICATION OVER THE INTERNET.
6. Disclaimer of Warranties. EXCEPT AS SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND INCLUDING ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADKNOWLEDGE SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING (A) THE SUCCESS OF ANY MARKETING SERVICES PROVIDED BY ADKNOWLEDGE OR (B) THE CONTENT PROVIDED THROUGH THE MARKETING SERVICES, OR (C) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF THE MARKETING SERVICES.
7. Limitation of Liability. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER THEORY IN LAW OR EQUITY, FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, REVENUE OR DATA IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE FORESEEABLE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TOTAL AGGREGATE LIABILITY FOR ADKNOWLEDGE ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY ADKNOWLEDGE TO COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. EXCEPT AS SET FORTH HEREIN, ADKNOWLEDGE DISCLAIMS ALL LIABILITY OF ANY KIND RELATED TO ITS ADVERTISERS AND THE ADVERTISING CONTENT. IN ADDITION, EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
8. Confidential Information. "Confidential Information" means all information, whether obtained in written, oral or electronic form, of a proprietary nature which is released by one party to the other or otherwise obtained by a party, including without limitation all know-how, business processes, designs, drawings, source code, targeting methodologies, algorithms, object code, customer data, business plans, contact lists, research, business opportunities, technology, related information and third-party confidential information. Confidential Information, however, does not include information that a party can demonstrate by a preponderance of the evidence: (a) is now or subsequently becomes generally available to the public through no fault or breach on such party's part; (b) rightfully in such party's possession prior to disclosure to such party; (c) rightfully obtained by such party from a third party who has the right to transfer or disclose it; or (d) is third party software and/or documentation provided by such party and accompanied by licensing terms that do not impose confidentiality obligations on such use. A Party receiving Confidential Information agrees (1) that it is claimed to be a trade secret of the other Party, (2) not to disclose it to any third party or use any of such Confidential Information for its own use or for any purpose except as necessary and consistent with the terms of this Agreement, (3) to limit the use of and access to such Confidential Information to such employees who have a need to know such Confidential Information, (4) that it will promptly notify the other Party in writing of any unauthorized disclosures and/or use thereof. The aforementioned notice shall include a detailed description of the circumstances of the unauthorized disclosure or use and the parties involved therewith.
9. Compliance. Company agrees to allow Adknowledge to use any means of monitoring Company's practices in performance of this Agreement, including but not limited to: (a) The use of a seed email account which Adknowledge may require Company to include in any email campaign delivered by Company under this Agreement; (b) the use of third party monitoring services, including, but not limited, to Email Analyst, Lashback and UnsubCentral; and (c) the use of proprietary monitoring systems, including, but not limited to, monitoring of IP usage.
10. Termination. Either Party may terminate this Agreement for convenience without notice. All obligations herein pertaining to uncontested payments, unresolved disputes, limitation of liability and indemnity shall survive such termination. Company's account shall automatically terminate where Company does not generate revenue of at least $100.00 per month for six continuous months.
11. General.
    1. Adknowledge and Company are independent contractors and nothing herein constitutes or creates a joint venture, partnership or other similar arrangement between the Parties.
    2. Neither party may assign rights or delegate duties under this Agreement, in whole or in part, without the express prior written consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned.
    3. Notice under this Agreement to either party shall be transmitted by registered mail, reputable overnight courier, or based on the contact information herein or as updated from time to time.
    4. This Agreement and any attachment(s) hereto, are fully incorporated and integrated, and set forth the entire understanding of the Parties with respect to the subject matter of this Agreement, superseding any prior or contemporaneous agreements or understandings, whether written, electronic or oral, which may have existed between the Parties on such subject matter.
    5. This Agreement will not be varied, amended, or supplemented except in a writing which makes reference to this Agreement and is signed by both Parties, or through electronic acknowledgement and/or continued performance of the Agreement by Company after notice of changed terms and conditions from Adknowledge via email or other means which provide actual notice to Company of the change(s).
    6. This Agreement is to only be construed in accordance with the laws of the State of Missouri, as applicable to contracts performed entirely within the State of Missouri. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Kansas City, Missouri. Failure by either Party to enforce at any time or for any period of time any provisions of this Agreement shall not be construed as a waiver of such provisions, and shall in no way affect a Party's right to later enforce such provisions.
    7. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable by a court of law, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced if possible by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision.
    8. This Agreement may be executed in one or more counterparts, each in the English language and each of which shall be deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. A facsimile or electronic signature, or reasonable indication of assent through electronic means, shall have the same force and effect as a handwritten signature.
    9. This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings, whether written, electronic or oral, which may have existed between the Parties on such subject matter, including, but not limited to those embedded in any web site administration or interface application, which must be accepted to gain entrance to that application.