Publisher Terms

1. Approval of Publisher.

Registration with Convert2Media shall not confer any right on Publisher to market or promote any Programs (as defined under section 2) made available by Convert2Media on the Site on behalf of its clients (the "Advertisers"). Participation by Publisher in the Convert2Media publisher lead generation program is subject to review and approval by Convert2Media. All prospective publishers need official approval from Convert2Media before they can become Publishers. Official approval requires meeting the criteria listed under section 1.1 below, however approval is not automatically granted upon fulfillment of said criteria. Convert2Media reserves the right to withhold or refuse approval for any reason or for no reason. Once Publisher has been accepted into the Program, Publisher's continued right to participate is conditioned upon Publisher's ongoing compliance with all of the terms and conditions of this Agreement. Failure of the Publisher to observe the terms and conditions of this Agreement will disqualify Publisher from participating in the Program. Publisher may re-qualify for program upon proof of compliance with terms and conditions of this Agreement, subject to approval by Convert2Media. Publisher shall promptly notify Convert2Media in the event of a material change in its business practices or strategy. Approval of a Publisher can be withdrawn by Convert2Media, at any time for any reason.

1.1. Minimum Eligibility Requirements.

In order to be eligible to become a Publisher, all websites, affiliated websites and e-mail distribution lists (collectively the "Media") must meet the following criteria, at a minimum:

All Publishers that wish to send advertisements via email must have the consent of the consumer to send such email and each Publisher shall maintain records evidencing such consent including, without limitation:

(i) Member opt-in date

(ii) Registration source

(iii) First name

(iv) Last name

(v) Address

(vi) Email address

(vii) Any other information collected and will supply such records to Convert2Media within one business days of request thereof;

Unless otherwise approved in writing by Convert2Media, Publishers may not offer incentives to users as means to enhance the performance of any Program (as defined below); incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;

Publisher websites must be fully functional at all levels; no "under construction" sites or sections;

Publisher's policies must be compliant with state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003

Spawning process pop-ups are prohibited; and

Such other criteria as Convert2Media may from time to time determine, in its sole discretion.

1.2. Publisher Website Content.

The content of Publisher's Media shall be subject to Convert2Media's subjective approval and must comply with all applicable laws and regulations (including all laws respecting intellectual property rights) and, in any event, shall not include the following:

Pornographic material, including any material appealing to the prurient interests

Racial, ethnic, political, hate-mongering or otherwise objectionable content;

Investment, money-making opportunities or advice not permitted under law;

Gratuitous violence or profanity;

Material that defames, misrepresents, abuses, or threatens physical harm to others;

Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.;

Software Pirating;

Obscenity and any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic;

Infringement or violations of the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party;

Any illegal activity whatsoever; and

Links to any affiliate networks

2. Use of the Site.

2.1. The Site allows Convert2Media to post offers of advertising programs sponsored by Convert2Media or its affiliates on the system ("Program(s)"). The Programs will specify the amount and terms under which Publisher will receive payment when the applicable Program's requirements are fulfilled. Compensation is derived from a specified event ("Event") identified in a Program, such as clicks, click-throughs, sales, registrations, impressions and leads. If Publisher accepts a Program, Publisher agrees to place that Program's advertising creative (including the subject and from lines, the Advertiser CAN-SPAM disclosures and any other disclosures provided therein) ("Ad") on Publisher's Media. Publisher shall display the Ad exactly as it appears on the Site and will not alter it in any way. Failure to adhere to this requirement may, in addition to all other remedies available to Convert2Media, result in termination of Publisher. Convert2Media may change a Program at any time, upon reasonable advance written notice to Publisher. Convert2Media is responsible for displaying and administering all active Programs and tracking the payments owed.

2.2. Special Rules Governing Email Campaigns.

2.2(a). In the event that Convert2Media or Publisher receives a complaint from any recipient of a Program transmitted by Publisher, upon our request Publisher will immediately provide Convert2Media with appropriate records verifying that recipient's consent to receive email transmissions from Publisher. Such records include, but may not necessarily be limited to, the Internet address of Publisher's opt-in/opt-out website, the date of the recipient's action, and Publisher's privacy policy.

2.2(b). Publisher may not use an advertiser's name (including any abbreviation thereof) in the originating email address line or subject line of any email transmission.

2.2(c). No Misleading Headers or Other Masking of Email Origin. An email may not include falsification of header information, false registrations for email accounts or IP addresses used in connection with email ads, and retransmissions of an email ad for the purpose of concealing its origin. Publisher and/or their email delivery providers are prohibited from relaying or retransmitting emails from a computer or computer network that was accessed without authorization.

2.2(d). Subject lines may not be false or misleading such that it would likely mislead a reasonable recipient as to the contents or subject matter of the message. Publisher may only use approved Subject Lines available provided by Convert2Media or Subject Lines for which Publisher has documented approval from Convert2Media.

2.2(e). Email Ads Must Contain Clear Identification. Messages containing advertisements or solicitations must identify themselves as such, and do so by "clear and conspicuous" means, for example, by stating in the message body "This advertisement is brought to you by (Your Company)". Further, the sender must identify itself as the initiator and sender of the email including company name, email and physical address.

2.2(f). Effective Method of Opting Out of Future Mailings. Senders of commercial emails must give recipients an effective means of requesting not to receive future email ads from that sender. At a minimum, the publisher must give the recipient the ability to send a reply message to unsubscribe, opt out via postal letter and provide a functioning unsubscribe link that must remain in operation for 30 days from the date of the original email transmission.

2.2(g). All unsubscribe requests must be adhered to within 10 business days from their receipt. You may not sell or transfer an email address once someone has opted out of receiving future communications, whether from only the advertiser or globally.

2.2(h). No Random or Invalid Generation of Email Addresses. Publisher is responsible for knowing the source of its email list. Email addresses may not be obtained by the use of a program for random generation of email addresses, and/or "scraping" websites or online services. Publisher must have full opt-in data for all recipients in its database.

6. Participation in our Program.

Convert2Media shall provide Publisher with material to create a website for the purpose of search engine optimization, or Publisher can create its own website. In either event, no website shall be released online, and nonsubmission, inclusion or any traffic can be sent to it, prior to Convert2Media's review and approval of it. If Publisher already has its own website, Publisher's website will be subject to Convert2Media's review and approval. Approval shall be written or by electronic submission. All Program related websites will contain links ("Links") provided by Convert2Media directing traffic to product sales web pages served by Convert2Media or a Convert2Media Group Client. Publisher's selection of entities to be included on any such website is also subject to Convert2Media's review and approval, of which shall not be unreasonably withheld. Should any of Convert2Media's Client(s) provide content which includes imbedded bots, Data Miners, links or other creative, graphic, text or html, all content shall remain at all times the sole property of Convert2Media.

6.1. Links.

Publisher agrees to use the Links in the exact form that we deliver them to Publisher. Publisher agrees not to modify, alter, delete, or adapt the Links in any manner without Convert2Media's written approval. Links must be served from the Convert2Media server, unless otherwise permitted in writing by Convert2Media. Publisher shall not take any actions to impede the action of or to disable any such links. Publisher agrees to, if request by Convert2Media, modify or alter Links or Tracking devices in the manner requested by Convert2Media. Publisher further agrees that it shall in no event modify or interfere with Tracking devices unless specifically instructed to do so by Convert2Media in accordance with the previous sentence.

6.2. Ownership.

Convert2Media owns all rights, title, and interest to Links and user data collected and derived through the activities countenanced pursuant to this Agreement. Convert2Media may choose to imbed certain data mining tools within Links from time to time ("Data Miners"). Any data derived by any such Data Miner shall be the sole property of Convert2Media. Convert2Media may, from time to time, opt to share data derived from Data Miners with Publisher to help Publisher optimize the quality of leads generated from Publisher's activities or to otherwise improve the quality, functionality and mutual profitability of the activities of the parties under this Agreement. If Convert2Media does share data derived from Data Miners with Publisher, Publisher agrees that this data will be used solely by Publisher for the purposes for which it is provided to Publisher and will not be shared by Publisher with any other third party or entity without the written approval of Convert2Media. Should Convert2Media choose to provide advertising creative content, web design services or other web content of any type ("Web Content") to Publisher, Publisher shall use such Web Content: (i) in exactly the form that it is delivered to the Publisher by Convert2Media without modification unless approved by us in writing; (ii) only in the manner expressly permitted by Convert2Media in writing and only until Convert2Media shall request that Publisher discontinue its use of such advertising creative, at which time Publisher shall discontinue such use within two (2) business days of being requested by Convert2Media to do so.

9. Special Terms for Co-Registration Campaigns.

With respect to Publishers who are running co-registration campaigns to generate leads ("Leads") for Advertisers, the following specific terms and conditions shall apply:

9.1. Approval of Publisher's Site(s).

No Program may go live until such time as Convert2Media, and if necessary the applicable Advertiser, have approved, in writing, (a) all sites to be used by the Publisher for each Program and (b) the transfer of leads in the form of either a successful post for real-time transfer or approval of the test file for batch or FTP files.

9.2. Publisher's Privacy Policy.

Publisher represents and warrants that Publisher's privacy policy permits the collection, use and transfer of data as contemplated hereby and the Program Terms.

9.3. Scrubbing Leads.

Each Program shall have its own criteria for determining the validity of a lead (the "Lead Requirements"). Convert2Media may detect and track all Invalid Leads, which are determined on a real-time basis. Convert2Media shall only pay for leads deemed valid by this system. At the sole discretion of Convert2Media, leads may also subsequently be deemed invalid for (i) fraudulent activities including but not limited to changing approved lead generation forms, publishing an offer on an unapproved site, utilizing automated software or manpower to complete co-registration forms, incentivization of co-registration forms and/or a publisher's inability to provide the user IP and time/date stamp for each lead or (ii) non-compliance with co-registration programs including but not limited to exceeding lead caps as communicated by a Convert2Media Account Executive and/or going live with a co-registration offer prior to written approval of a creative and data transfer by an Convert2Media Account Executive.

9.4. Use of Leads.

Publisher hereby acknowledges that the collection of the Leads is being done solely for the benefit of Convert2Media or its Advertiser. Therefore, other than providing the Leads to Convert2Media for delivery to the Advertisers, Publisher may not use, sell, transfer or assign or attempt to monetize the Leads for its own purposes. All right, title and interest in the Leads shall vest exclusively in Convert2Media or its Advertisers.

9.5. No Alteration of Approved Co-Registration Forms.

Publisher may not, in any way, alter or modify the Co-Registration Forms, without the prior written consent of Convert2Media.

12.1. Mutual Representations.

Each party represents and warrants that: (a) it has the right to enter into and fully perform the services contemplated herein, consistent with these Terms and Conditions; (b) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with these Terms and Conditions; and (c) at all times while any Program remains in effect, it shall comply with all applicable laws and regulations. Neither party makes any guarantee, representations or warranties, express or implied, as to the level of consumer response that will result from the Programs.

12.2. Publisher Representations.

Publisher represents and warrants as follows:

Publisher's Media is currently in compliance with all applicable laws (including without limitation the CAN-SPAM Act, effective January 1, 2004 (the "CAN-SPAM Act");

Publisher's Media does not contain or promote, nor links to another website that contains or promotes, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content, product, service or activity;

Publisher's database consists of only permission based opted-in e-mail addresses; and

Publisher owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on Publisher's Media.

12.3. Publisher Covenants.

Publisher covenants that it shall not:

send unsolicited commercial e-mail (SPAM) (i.e., it will send commercial e-mails in connection with any Programs to only those e-mail addresses that have consented to receive such commercial e-mails);

post any specific messages to newsgroups, chat rooms, bulletin boards or any other places regarding any Programs unless expressly approved in writing from Convert2Media;

promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating or hacking, hate-mongering, or otherwise objectionable or illegal content, or any other content referenced in paragraph 1.2;

use the Site in any manner other than that which is specifically contemplated herein;

engage in any kind of deceitful, misleading or other unfair trade practices, or fraudulent or other unlawful practice when marketing any Programs; and

while an approved Publisher and for 180 days thereafter, participate in any performance based advertising relationship with any Advertiser within Convert2Media's network, unless a previously existing business relationship between Advertiser and Publisher can be demonstrated to the reasonable satisfaction of Convert2Media. In this connection, both parties agree and acknowledge that if Publisher violates its obligations hereunder, Convert2Media will be entitled to damages in the amount of forty-five percent (45%) of the gross revenues resulting from sales conducted by Advertiser through the advertising or marketing efforts of Publisher.; and

Publisher covenants that it shall:

Conduct the web advertising campaign for Advertiser in accordance with the highest industry standards;

Provide within one business day after request therefrom, the IP Information, together with such other related information that Convert2Media may request. Failure to provide such information may result in termination or suspension of the Publisher and/or the deactivation of all links in any Programs downloaded by Publisher.

Publisher acknowledges that breaches of any of the foregoing representations and covenants may, in the sole discretion of Convert2Media, result in the immediate suspension or termination of Convert2Media' relationship with Publisher and Publisher shall forfeit all rights to any compensation theretofore owed to it by Convert2Media. The foregoing rights shall be in addition to any other remedies available to Convert2Media. Publisher acknowledges and agrees that Convert2Media shall not be responsible for the Advertisers' violation of any applicable laws or regulations, including, without limitation, the CAN-SPAM Act.

16.1. Indemnity.

Publisher will defend, indemnify, and hold harmless Convert2Media, the Advertisers, and their affiliates, directors, employees, agents, successors and assigns from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney's fees and expenses) (collectively "Claims") arising from any breach of any of these Terms and Conditions or any Program Terms. Convert2Media reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder. Publisher hereby acknowledges that the Advertisers are intended third party beneficiaries of the foregoing indemnification obligation.

16.2. Notification of Legal Action

Publisher will immediately notify Convert2Media of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM.

18.1. Entire Agreement.

These Terms and Conditions, together with the terms for each of the Programs constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties.

18.2 Controlling Law

These Terms and Conditions, the terms of the Programs and the relationship contemplated thereby, shall be governed by the laws of the United States and the State of Nevada, without giving effect to principles of conflicts of law. Each party, to the extent permitted by applicable law, hereby irrevocably and unconditionally (i) submits to the general jurisdiction of the federal and state courts located in Clark County, Nevada (ii) agrees that any action or proceeding concerning this agreement will be brought exclusively in such courts; and (iii) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding in any such court was brought in an inconvenient court and agrees not to claim or plead the same.

18.3. Waiver.

No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.

18.4. Assignment.

Publisher may not assign any of its rights hereunder without the prior written consent of Convert2Media, which may be withheld for any reason.

18.5. Severability.

In the event that any provision of these Terms and Conditions is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of these Terms and Conditions shall remain valid and enforceable according to its terms. 18.6. Relationship.

The parties agree that Convert2Media is acting as an independent contractor in performing the Services and that the relationship between the Convert2Media and Publisher shall not constitute a partnership, joint venture or agency. Neither Convert2Media nor any of Convert2Media's employees or agents (collectively referred to herein as the "Employees") (i) is an employee, agent or legal representative of Publisher, or (ii) shall have any authority to represent Publisher or to enter into any contracts or assume any liabilities on behalf of Publisher. Convert2Media retains all the rights and privileges of sole employer of its Employees, including, without limitation, the right to control, hire, discipline, compensate and terminate such Employees. Neither Convert2Media nor any of its Employees shall have any right to receive any employee benefits as are in effect generally for Publisher employees.

18.7. No Publicity.

Publisher may not make any mention of Convert2Media or any Convert2Media client in any publicity materials advertising or otherwise presenting information on your company and your services, including without limitation listing Convert2Media or any of its clients in your customer lists, without the written consent of Convert2Media, whose consent may be withheld for any reason or for no reason.

18.8. Notice.

Any notice, communication or statement relating to these Terms and Conditions shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission or verified e-mail; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to (a) Publisher at the address provided in the registration, and (b) Convert2Media 2910 Maguire Road, Suite 2010, Ocoee, FL 34761.