Affiliate Network Publisher Agreement

Conversant, Inc. (“Conversant”), and you (“Publisher”), enter into this Affiliate Network Publisher Agreement (“Agreement”) to establish the terms and conditions by which Publisher may enter the Conversant network of affiliates (the “Network”) and market advertisements on behalf of Conversant’s customers (“Advertisers”). (Other capitalized terms used in this Agreement are defined in Exhibit A.) Conversant and Publisher agree as follows:

1. Conversant Affiliate Network

A. Membership. Publisher’s membership in the Network is subject to prior approval by Conversant of Publisher’s Website(s). Conversant reserves the right in its sole discretion and without liability (i) to refuse Service to any new or existing Publisher;(ii) to reject, omit or exclude any Publisher or Website for any reason at any time with or without notice to the Publisher and regardless of whether such Publisher or Website was previously accepted; (iii) to request updated content and technology information at any time after the approval of Publisher’s Website and Publisher agrees to respond to such request within five (5) business days. Publisher may submit additional Websites for approval during the term of this Agreement.

B. Conversant Websites. Publisher agrees that it will not use the Conversant Websites and/or its interfaces or any content therein or data obtained therefrom for any purposes other than as permitted under this Agreement and that Publisher will not disseminate any of the information contained on Conversant Websites. Access to the Conversant Websites may be limited in accordance with the site type. Publisher agrees that it will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access or manage Publisher’s account with Conversant or to monitor or copy the Conversant Websites except on the prior written approval of Conversant. The Conversant Websites contain robot exclusion headers and Publisher agrees that it will not bypass Conversant's robot exclusion headers (including using any device, software or routine to do so), or to interfere or attempt to interfere with the proper working of the Conversant Websites, interface, or any program thereon, or the Network. Publisher understands and agrees that from time to time the Conversant Websites may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Conversant may undertake from time to time; or (iii) causes beyond the control of Conversant or which are not reasonably foreseeable by Conversant, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion, or other failures. Publisher also understands and agrees that Conversant is not responsible for the functionality of any third-party website or interface. Terms of this Agreement are subject to Conversant hardware, software, and bandwidth traffic limitations. Conversant reserves the right to discontinue offering any of the functions on the Conversant Websites at any time.

C. Services. Conversant shall provide the service (the “Service”), which includes placing offers of advertising programs and associated Ad(s) of the Advertisers (“Program(s)”) on the Conversant Network and reporting. The Program elected by Publisher shall include all of Advertiser’s materials required by its Program, including any creatives and disclosures, and Publisher shall be subject to the rate and terms for payment applicable to such Program. Conversant shall require Publisher to maintain the Conversant Code within the Advertiser’s Program. Except as otherwise specified by Conversant, Publisher agrees that it will direct all communications relating to any Conversant Website, Ad, Advertiser, or its participation therein directly to Conversant and not to any other entity.

2. Prohibited Conduct

Publisher may not promote any Programs utilizing any Prohibited Conduct. “Prohibited Conduct” is defined as:

A. Ad Placement & Tracking. With respect to each Program, Publisher shall not:

(i) promote any Program using fraudulent means including, but are not limited to: (a) adding leads or clicks through fraudulent traffic generation, such as pre-population of forms or via other such mechanisms not approved by Conversant; (b) using impression spam which is the frequent or automated searching of a search term use to reduce competitors’ click-through rates on their advertisements in conjunction with paid search campaigns; (c) altering the creative materials of any Program in any way, unless authorized in writing by Conversant; however, provided that it does not materially alter the creative, Publisher my resize the creative if necessary without prior approval from Conversant; (d) any illegal activity whatsoever under any applicable laws, rules or regulations; (e) fake blogs;

(ii) place Programs on blank web pages or on Websites with no content;

(iii) place Programs on non-approved Websites, web pages or emails, or in such a fashion that may be deceptive to a User;

(iv) incentivize offers or create the appearance to incentivize offers unless otherwise specified on the insertion order;

(v) place statements near the Program requesting that Users "click" on the Ad (i.e., “Please click here,” “Please visit our sponsor”);

(vi) place misleading statements near the related advertisement of a Program (i.e., "You will win $5,000.");

(vii) redirect traffic to a Website other than that listed by the particular Advertiser in the Program;

(viii) ask Users to take advantage of other advertisements or offers other than those listed by the particular Advertiser’s Program;

(ix) provide the Program or drive traffic to such Ads, using any downloadable applications (non-Mobile Applications) without the prior written approval of Conversant, which, if provided, is subject in each case to the following condition: Ads delivered in such approved downloadable applications may only be shown once per User session when the application is active, enabled and clearly recognizable by the User as being active and enabled; serving Ads at any time when the downloaded application is not active is strictly prohibited and grounds for immediate termination without pay;

(x) use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the User;

(xi) attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Website tags, source codes, links, pixels, modules or other data provided by or obtained from Conversant that allows Conversant to measure Program performance and provide its Service;

(xii) place Programs on any Website that includes spawning process pop-ups or that causes more than one pop-up window to appear;

(xiii) promote any Programs in any email messages that constitute Unsolicited Commercial Mail.;

(xiv) permit personally identifiable information of any User pursuant to any registration or co-registration process to be forced to opt-in (i.e. automatic subscription to a newsletter without authorized consent by the User or a pre-checked consent box) and shall only be permitted pursuant to a confirmed opt-in, which is the use of a means to obtain verifiable permission that the recipient(s) of email advertisement(s) and/or newsletter(s) have agreed to subscribe or enroll in a list or newsletter by confirming (responding to) a subscription verification email;

(xv) permit personally identifiable information of any User or email recipient to be transmitted to Conversant.

B. Websites. Publisher shall not place any Network IP nor Programs on Websites or emails that contain, promote, reference or have links to: (i) profanity, sexually explicit materials, hate material, promote violence, discriminatory content, status, or any other materials deemed unsuitable or harmful to the reputation of Conversant; (ii) software piracy (including but not limited to warez, cracking, etc.), hacking, phreaking, emulators, ROM’s, or illegal MP3 activity; (iii) illegal activities, deceptive practices or violations of the intellectual property or privacy rights of others; (iv) personal web pages, non-English language pages, or free hosted pages (i.e. Geocities, Xoom, Tripod, Talk City, etc.); (v) Websites under construction, hosted by a free service, personal home pages, or that do not own the domain they are under; (vi) promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail or the use of Spyware.

C. Emails: Publisher may use email to promote any Program, as allowed by the Advertiser in its Program requirements, so long as such email messages do not constitute Unsolicited Commercial Mail, comply in all respects with this Agreement, including Conversant’s spam policy as set forth in Exhibit B hereto and this Section 2C of this Agreement, and any and all applicable laws, rules and regulations, including without limitation, the CAN SPAM Act of 2003, as amended, FISA if and when it becomes applicable, and any unsubscribe request. Further no email message initiated or sent by Publisher or on Publisher’s behalf may identify Conversant. Conversant, on behalf of its Advertisers, shall provide Publisher with a list of all email users that have unsubscribed from the Program and no longer wish to participate in the Program (“Suppression List”). Publisher shall scrub its e-mail list against the most recent Suppression List immediately prior to promoting any Program, such that the email addresses that appear in the Suppression List are removed. Publisher shall not at any time email to any Users contained in the Suppression List or any unsubscribe list of its own. The Suppression List is the property of Conversant and Publisher shall gain no interest, right or title from the use of the Suppression List. In the event Publisher attempts to lease, sell or use the Suppression List in any regard or is in violation of this Agreement with respect to any email, Conversant, in its sole discretion cease any and all payments to Publisher and seek any and all remedies available to it under law and equity. In the event Publisher has a maximum percentage amount of email users that it allows to be scrubbed by the Advertiser for payment purposes, Publisher shall delineate such amount in the insertion order between the Publisher and Conversant applicable to the Program.

Publisher will not transmit a commercial email: (i) if Publisher knows, or has reason to know, that the email address was obtained using an automated means, including without limitation, harvesting software, such as harvesting bots or harvesters, dictionary attacks, etc., or an Internet service which indicated that at the time the address was obtained the services was not to give or sell the address to others, or (ii) to any individual that has requested not to receive any emails from Publisher more than ten (10) days after receipt of such request, unless the recipient subsequently requests that such email communication be initiated again.

Publisher will download and remove all e-mail addresses containing the domains located on the FCC’s wireless domain list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from any list used in connection with any Program.

Publisher shall maintain at all times during the terms of this Agreement, and for a period of three (3) years thereafter, complete and accurate subscriber sign-up/registration data for every subscriber to Publisher’s email list(s). Publisher agrees that, within two (2) business days of Conversant’s request, it shall provide, at a minimum, the following subscriber sign-up/registration data for any email address that Publisher sends an email Ad to: (i) subscriber email address used to sign-up register for Publisher’s email list(s); (ii) subscriber’s IP address; (iii) date and time of subscriber’s sign-up/registration for Publisher’s email list; and (iv) location (URL) of subscriber’s sign-up/registration.

Publisher also shall not advertise or otherwise promote any Program via a third party Website’s internal communication system, including without limitation, internal Website email (i.e. MySpace.com or Facebook.com email), bulletin boards (i.e. Craigslist.org), chat rooms or comments. All emails sent by Publisher under this Agreement shall be delivered solely to email lists owned by Publisher unless otherwise approved in writing by Conversant. Brokering third-party deals without disclosing such to Conversant is strictly prohibited. Publisher shall also honor all opt-out requests within forty-eight consecutive hours of receipt or such lesser time per applicable law.

D. Co-Registration: If Publisher operates any co-registration campaigns to generate information submitted by users or leads (“Leads”) for any Advertisers, Publisher shall not: (i) run a co-registration Program in violation of this Agreement, (ii) provide a Lead that is in violation of the Program requirements, (iii) use Leads that were fraudulently obtained, including but not limited to modifying approved Lead generation forms, publishing an offer on an unapproved Website, utilizing automated software or manpower to complete any co-registration forms, incentiviation of co-registration forms all as delineated in the IAB Guidelines or without Publisher’s ability to provide the user IP and time/date stamp for each Lead, (iii) exceed any established Lead caps and/or promote a co-registration offer prior to Conversant’s written approval of creative (with the exception of resizing the creative as set forth in Section 2A) and data transfer. Conversant may determine, in its sole discretion, whether Leads are considered valid. In the event that an Advertiser disputes the validity of a Lead, Conversant agrees to provide the rejected Lead or a list of same within seven (7) business days of the end of the month during which each such Lead was generated. All right, title and interest in the Leads shall vest exclusively with Conversant or its Advertisers and Publisher may not use, sell, transfer or assign or attempt to monetize the Leads for its own purposes.

E. Non-Circumvention: Except for reasonably documented pre-existing relationships and activities that are in Publisher’s ordinary course of business, Publisher agrees that, relevant to information that is specific and directly provided by Conversant to Publisher, Publisher will not in any way bypass or circumvent, or attempt to bypass or circumvent Conversant in connection with this Agreement.

3. Ad Content and Placement

A. No Modifications to Creative, Code or Network IP. Except as permitted under this Agreement, Publisher may not alter, copy, modify, take, sell, re-use, divulge, use or display, in any manner in contravention of this Agreement any Program, any Program materials, Network IP, or computer code provided by Conversant without Conversant’s prior written consent. A violation thereof will result in non-payment for the Program. Any approved modifications shall be owned solely by Conversant.

B. Requirements. Publisher shall be solely responsible for (i) managing its advertising content exclusions in the Conversant interface, and (ii) placing Programs in compliance with this Agreement. If Programs are promoted on Websites in banner, leaderboard, skyscraper, wide skyscraper and in-stream, such Programs must be placed within 600 pixels of the top of the Webpage (above the page scroll/fold).

C. Incentivization. Publisher shall not incentivize or make any other offers in conjunction with the promotion of the Program without the prior written consent of Conversant, which may come in the form of an Insertion Order where it is specified that incentivization is permitted. Conversant may terminate this Agreement immediately and cancel all payments due and owing to Publisher should Conversant, in its sole discretion and judgment, believe that Publisher is in violation of this section.

4. Network Quality

Conversant reserves the right to audit Publisher’s traffic and has developed an anti-fraud system for regular audits of Publisher's traffic.

5. Proprietary Rights

A. Licenses. Provided that Publisher complies with all provisions of this Agreement, Conversant hereby grants to Publisher a nonexclusive, limited, revocable license to use, execute, and display the Network IP solely for purposes of performing its other obligations hereunder. Except for the limited license expressly granted in this Section, nothing in this Agreement shall be construed as Conversant granting Publisher any right, title or interest in Network IP. Publisher acknowledges and agrees that Conversant and/or Advertiser owns all right, title and interest in and to the Network IP and all related Intellectual Property rights of any kind anywhere in the world. Publisher’s use of the Network IP or the results created thereby, or disseminating or distributing any of this information except as expressly permitted by this Agreement is strictly forbidden and will result in the termination of this limited license and may result in Publisher being held liable under applicable law.

B. Intellectual Property Ownership. Subject to the limited licenses granted to Conversant and Publisher herein, each party shall own and shall retain all right, title and interest in its Intellectual Property. Except as provided in this Agreement, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of the other party without the express prior written consent of such party.

C. Data Ownership. Publisher understands that all data, including, but not limited to, personally identifiable information provided by Users in response to a Program and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by Conversant from such data is the sole and exclusive property of Advertiser and/or Conversant Companies and is considered Confidential Information pursuant to this Agreement. Conversant and/or its Advertisers, in their sole discretion, shall have the right to market and re-market the User(s) and or data without further obligation to Publisher. Publisher shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such information, or any portion thereof, to any third-party. Unless otherwise agreed to in writing by the parties, any other use of such information is strictly prohibited.

6. Representations and Warranties

A. Publisher Responsibility. The parties hereby acknowledge that Publisher is solely responsible for the method of dissemination of the Programs, and that Conversant will not have any control over the method of dissemination and is relying entirely on these warranties made by Publisher. Publisher shall also ensure that it shall strictly comply with any and all laws, rules and regulations, including those that are applicable to electronic messages, including the CAN SPAM Act of 2003, as amended, and shall not engage in any activity that will likely result in Publisher, Advertiser, or Conversant being named as a spammer by any industry self-regulating authority such as Spamhaus.

B. Publisher Warranties. Publisher represents, warrants, covenants and acknowledges that (i) it will provide and maintain the resources, personnel and facilities suitable to perform its obligations under the Agreement; (ii) it will comply with all applicable federal, state and local laws and regulations including, without limitation, COPPA, HIPPA, the Utah and Michigan “Child Protection Registry” laws, laws relating to advertising, the Internet, privacy and unfair business practices, and for UK Advertising for all traffic to the United Kingdom; (iii) it will not engage in Prohibited Conduct; (iv) it complies with its privacy policy and Section 7; (v) it provides adequate disclosure with respect to any co-registration process that the information entered in relation to an offer provided by Advertiser’s program will be shared with the Advertiser in compliance with applicable law, (vi) that Publisher is at least 18 years of age on the effective date of this Agreement; (vii) that Conversant does not make any specific or implied promises as to the successful outcome of any Program; and (viii) no data from any Program shall be shared in violation of any applicable laws, rules and regulations and all data shall be encrypted as required by applicable law.

C. Mutual Warranties. Each party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound; and (iii) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in the Agreement.

7. Privacy

A. Obligations. Internet consumer privacy is of paramount importance to Conversant, its subsidiaries, and its Advertisers. Conversant is committed to protecting the privacy of consumers, Users, and Advertisers, and to do its part to maintain the integrity of the Internet. Publisher therefore affirms and attests that it will adhere to fair information collection practices with respect to its performance under this Agreement.

B. Privacy Requirements. Publisher must clearly and conspicuously post notice on its Website that is easy to understand and that (i) is in compliance with (a) all FTC Guidelines and any other applicable laws, rules and regulations with respect to online privacy; (b) the 2008 Network Advertising Initiative’s Principles and the Network Advertising Initiative’s Self-Regulatory Code of Conduct promulgated by the Network Advertising Initiative (“NAI”), as amended from time to time; and (c) the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising, as amended which can be found at www.aboutads.info; (ii) identifies the nature and scope of the collection and use of data gathered by Publisher and offers the User an opportunity to opt out from such collection and use of the data.

8. Payment

A. Payment Rate. Conversant reserves the right to set Program rates, which may vary with market conditions. Publishers will be paid at the account level. All accounts will be settled in US dollars. No payment will be issued for any amount less than $25 (“Minimum Payment Threshold”). All unpaid earnings will rollover to the next pay period. Based on the Minimum Payment Threshold, any Publisher account that goes unpaid for six (6) months becomes subject to immediate payoff and dismissal from the Network. As a condition to Conversant's obligation to make payments hereunder to Publisher, Publisher must log into their account and provide (i) their mailing address and/or payment instructions; (ii) email address; and (iii) a completed and accurate W-9 or equivalent (for US-based Publishers) or a completed and accurate W-8 or equivalent (for non-US-based Publishers). Conversant shall be entitled to withhold $25 for (i) any stop payment it is required to issue or (ii) for each wire transfer fee incurred. All payments are based on actuals as defined, accounted and audited by Conversant. Only Leads that are generated shall be in accordance with the IAB Guidelines and this Agreement will be considered billable. Conversant may take legal action and reserves the absolute right to withhold payment from accounts for Publishers that violate any of the terms and conditions set forth in this Agreement. Conversant reserves the absolute right to withhold payment from accounts or Publishers that violate any of the terms and conditions set forth herein. Conversant will determine, in its sole discretion, whether acts or omissions are deceptive, fraudulent or violate this Agreement. Examples of such acts may include, without limitation, clicks without referring URLs, multiple leads from the same individual, entity or IP address, extraordinary high numbers of repeat clicks, and clicks from non-approved root URLs.

B. Calculation. Calculation of Publisher earnings shall be in Conversant’s sole discretion. In the event Publisher disagrees with any such calculation, Publisher shall immediately send a written request to Conversant detailing, with specificity, Publisher's concerns. Thereafter, Conversant will provide Publisher with an explanation or, if such calculations are determined by Conversant to be incorrect, an adjustment. Conversant’s calculations shall be final and binding. In the event no adjustment is necessary, Publisher shall reimburse Conversant for its expenses in responding to Publisher's requests under this Section.

C. Taxes. Conversant is not obligated to and shall not provide Publisher with tax and/or legal advice. Conversant undertakes no duty to investigate or research Publisher’s tax status and/or obligations, and such research and investigation is solely Publisher’s responsibility. Publisher is obligated to independently assess and comply with all relevant tax and legal requirements. If Conversant provides Publisher with information regarding particular Advertiser or Publisher, it shall not be deemed tax or legal advice.

9. Indemnity

Publisher is solely responsible for any legal liability arising out of or relating to (i) Publisher's Website(s) and/or any Publisher email, (ii) any material to which Users can link through Publisher's Website, and/or (iii) any consumer and/or governmental/regulatory complaint arising out of any campaign conducted by Publisher, including but not limited to any spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such campaign to the consumer. Publisher shall indemnify, defend, and hold harmless Conversant and its officers, directors, employees, agents, shareholders, partners, affiliates, representatives, agents and Advertisers (collectively “Conversant Parties”) harmless from and against any and all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, costs related to in-house counsel time, court costs and witness fees) (collectively “Losses”) incurred by, or imposed or asserted against, the Conversant Parties which, if true, would constitute or relate to any claims, suits, or proceedings for (i) libel, defamation, violation of rights of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third-party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with Publisher's Website(s); (ii) any breach by Publisher of any duty, representation or warranty under this Agreement; (iii) any breach by Conversant of any duty, representation, or warranty to provide Programs for placement on Publisher's Website(s) or email due to any breach by Publisher of this Agreement; (iv) a contaminated file, virus, worm, or Trojan horse originating from the Publisher's Website(s); or (v) gross negligence or willful misconduct by Publisher.

10. Limitations of Warranties and Liability

A. Disclaimer of Warranties. ALL SERVICES PROVIDED BY CONVERSANT ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CONVERSANT MAKES NO WARRANTIES, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. CONVERSANT IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL.

B. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL CONVERSANT BE LIABLE TO PUBLISHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF CONVERSANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED HEREIN. IN NO EVENT SHALL CONVERSANT’S TOTAL OBLIGATIONS OR LIABILITY HEREUNDER EXCEED THE LESSER OF THE SPECIFIC PROGRAM IN QUESTION OR TEN THOUSDAND DOLLARS ($10,000.00). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST CONVERSANT MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.

11. Term and Termination

A. Termination. This Agreement, as may be amended, applies to Publisher for as long as Publisher promoted Programs for Conversant. Conversant reserves the right to terminate any Publisher from the Network at any time, with or without cause.

B. Post-termination. Upon termination, Publisher agrees to immediately remove from the Websites and any email any and all Conversant Code and Network IP supplied to Publisher by Conversant. Publisher will be paid, in the next scheduled payment cycle following termination, all legitimate, non-fraudulently accrued, earnings due up to the time of termination.

12. Confidentiality

Each party agrees that it may provide the other with information that is confidential and proprietary to that party or a third-party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). Conversant’s Program rates are considered confidential. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement. Confidential Information shall not be commingled with information or materials of others and any copies shall be strictly controlled. The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated confidential by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, or upon written request by Conversant, Publisher must destroy or return to Conversant any Confidential Information provided by Conversant under this Agreement.

13. Choice of Law and Attorneys’ Fees

This Agreement is governed by the laws of the State of California, except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in Los Angeles, California. The parties consent to such venue and jurisdiction, waive any right to a trial by jury, and agree to waive the personal service of any process upon them by agreeing that service may be effected by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the last address provided by Publisher. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys’ fees and costs.

14. Entire Agreement and Modification

This Agreement, including exhibits, and addenda contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, Conversant shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by posting a revised Agreement at least five (5) days prior to the effective date of such Change. Publisher’s continued use of the Network after the effective date of such Change shall be deemed Publisher’s acceptance of the revised Agreement. No change, amendment, or modification of any provision of the Agreement by Publisher will be valid unless set forth in a written instrument signed by an executive of both Parties with the corporate authority to do so.

15. Notice

Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (i) for Conversant, via registered mail, return receipt requested or via an internationally recognized express mail carrier to: General Counsel, 30699 Russell Ranch Rd, Ste 250, Westlake Village, CA 91362 (effective upon actual receipt); and, (ii) for Publisher at the email or physical address listed on Your Account (effective upon sending as long as Conversant does not receive an error message regarding delivery of the email) or five (5) days after mailing).

16. Assignment

No rights or obligations under this Agreement may be assigned by Publisher without the prior written consent of Conversant. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Conversant and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

17. Independent Contractors

Each party is an independent contractor. Any intention to create a joint venture or partnership between the parties is expressly disclaimed. Except as set forth herein, neither party is authorized or empowered to obligate the other or to incur any costs on behalf of the other without the other party’s prior written consent.

18. Marketing

Publisher shall not release any information regarding Programs nor Publishers relationship with Conversant or its Advertisers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Conversant. Conversant shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of Conversant and Publisher.

19. Force Majeure

Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

20. Survival and Severability

Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening. Each party acknowledges that the provisions of the Agreement were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. All provisions are inserted conditionally on their being valid in law. In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the Agreement, then (i) such provision will be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect.

21. Remedies and Waiver

Except as otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity. Failure of either party to require strict performance by the other party of any provision shall not affect the first party’s right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach.

Exhibit A

“Ad" or means the specific graphic or text file(s), creative, and any other materials, including any disclosures, provided to Publisher that is associated with Advertiser’s specified Program.

"Advertiser" means Conversant and/or the advertiser or advertising agency providing a Program to Conversant available on Conversant’s Website to for a Publisher to promote as specified herein.

“IAB Guidelines” means the B2C and B2B Best Practices for U.S.-based Advertisers and Publishers located at (http://www.iab.net/iab_products_and_industry_services/508676/email_lead/1476)

“Intellectual Property” mean trade names, logos, trademarks, service marks, trade dress, Internet domain names, copyrights, patents, trade secrets, knowhow and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used or which may be developed and/or used by it in the future.

“Network IP” means the Ads, Conversant Code or other Intellectual Property made available to Publisher in connection with its performance under this Agreement.

“Prohibited Conduct” means conduct, during the course of performance of this Agreement that is listed or related to the proscribed conduct listed in Section 2.

“Publisher Media” shall mean the Website or email on which Publisher places Advertiser’s Program.

“Unsolicited Commercial Mail” shall mean: (a) all email so defined or similarly defined by any applicable laws, rules and regulations of any applicable country and/or industry standard as set forth by self-regulating authorities such as Spamhaus; (b) email messages with fraudulent or deceptive “from” or “subject” lines (including the alteration of “from” or “subject” lines where the Program terms set forth “from” and “subject” lines to be used); (c) fraudulent or deceptive headers; or (d) fraudulent or deceptive initiating IP addresses.

"User" means any person accessing Publisher Media.

“Conversant Code” means pixels, intellectual property or other computer code provided by Conversant for use by Publisher.

“Conversant Companies” means Conversant and any divisions, subsidiaries and affiliates of Conversant, Inc.

"Conversant Network" means Publisher and its third-party Websites approved by Conversant pursuant to this Agreement.

"Conversant Websites" means all Websites that are owned, operated or hosted by or on behalf of Conversant.

“Website” means a domain or specific URL.

EXHIBIT B

SPAM POLICY

Policies Related to the Transmission of Commercial Email and the Collection of Email Addresses:

Failure to comply with the policies listed on this page are a material breach of the agreement with Conversant. Conversant reserves the right to terminate the Agreement with no liability to Conversant for a breach of this SPAM policy.

1. Header information in emails Publisher (or its agent) sends, including the “From” and “Subject” must:

a. Be truthful;

b. May not contain any false, deceptive, or misleading information or is likely to mislead the recipient about the content or subject matter of the email

c. May not disguise the origin of the sender, and

d. Must display the true identity of the sender

2. Email messages may ONLY be sent to recipients who have expressly and knowingly consented to receive the email message from Publisher and Advertiser by taking a specific action to opt -in to receive those messages. In addition:

a. There must be a return email address or some other mechanism that is clearly and conspicuously displayed which provides the recipient with a way to opt-out of future emails; and

b. The return address or other opt-out mechanism must be functioning and must remain functioning for a period of no less than 30 days after the transmission of the original message.

3. Registration forms must contain a way for a user to opt-out of receiving electronic mail messages from the sender without requiring any payment or any other obligation as a condition for accepting or honoring a User’s opt-out request.

4. Publisher must comply with any opt -out request submitted to Publisher (or its agent or Advertiser) within 10 business days of receiving the request and must scrub against Advertiser’s Suppression list immediately prior to sending and shall not send to any User or recipient that is on the suppression list of Advertiser nor Publisher. Publisher may not sell, lease, exchange, or otherwise transfer any opt-out email addresses. Publisher may not have a third party send email to any opt-out email address on Publisher’s behalf.

5. Publisher’s messages and copy must comply with the following:

a. Clearly and conspicuously identify the message as an advertisement or solicitation;

b. Clearly and conspicuously provide notice of the opportunity to decline to receive further emails;

c. Provide a valid physical postal address of the Advertiser and Publisher; and

d. Clearly label sexually oriented material in the subject heading

If Publisher has or is suspected of having violated any of Conversant’s policies or with the law, Conversant reserves the right to disclose Publisher’s name and contact information to any person, entity, or law enforcement agency at its discretion.

Revised: February 2014