AFFILIATE AGREEMENT

AFFILIATE AGREEMENT This agreement (the "Agreement") is entered into by and between OfferGateway ("OfferGateway" or the "Company") and you ("Affiliate"), the user of the OfferGateway Website and sets forth the parties’ respective rights and obligations with respect to the above-referenced affiliate program (the "Affiliate Program"). Notwithstanding the effective date of this Agreement, Company shall have sole discretion to determine the date that the Affiliate Program begins. Please be advised that this Agreement is subject to change at any time, in Company’s sole discretion. Changes may include, without limitation, changes in the payout structure, payment procedures and other Affiliate Program-related policies. The continued participation by Affiliate in the Affiliate Program, fully subjects the Affiliate to any and all changes to this Agreement in effect at the time. Affiliates continued use of the OfferGateway Website after such modification and notification thereof constitutes Affiliate’s consent to such changes.

TERM AND TERMINATION: The term of this Agreement will begin upon Company’s written acceptance of the Affiliate Application and will end when terminated by either party upon three (3) days prior written notice to the non-terminating party. Company may terminate Affiliate’s participation in the Affiliate Program at anytime and for any reason, in Company’s sole discretion including, without limitation: a) where Company believes that Affiliate is in any way in breach of this Agreement; b) where Company believes that the Affiliate website ("Affiliate Website") or the Affiliate e-mail database ("Affiliate Database") is unsuitable for the Affiliate Program for any reason including, without limitation, that the Affiliate Website contains material that could be considered unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable; c) where Company believes that Affiliate is not, in any fashion, conducting permission-based e-mail marketing that fully complies with all applicable laws, rules and regulations; and/or d) upon dissolution or insolvency of either party. Affiliate is only eligible to earn "Commissions," as defined herein below, on billings generated during the term of this Agreement. Upon any termination of this Agreement, any and all licenses granted hereunder shall immediately expire.

LICENSE: Company hereby grants Affiliate a non-exclusive, non-transferable, revocable and limited license to market the Affiliate Program products and/or services in accordance with this Agreement (the "Affiliate Campaign"). Company may use Affiliate’s personal information in any manner consistent with the OfferGateway Privacy Policy, which is hereby incorporated into, and made part of, this Agreement. For additional information regarding the Company’s usage of Affiliate information collected, please refer to the OfferGateway Privacy Policy located at www.OfferGateway.com (the "OfferGateway Website"). OfferGateway shall be responsible for providing the information necessary to allow Affiliate to carry out its rights and duties pursuant to this Agreement and shall be responsible for placing advertisements received from OfferGateway Advertisers ("Advertisers") on the OfferGateway Website.

PAYMENTS: OfferGateway shall pay commissions on a net 30 and according to the payment terms of the Affiliate Program ("Commissions") as indicated hereinabove and/or on the OfferGateway Website. Affiliate shall invoice Company approximately fifteen (15) days after the last day of a given calendar month, for those Commissions earned in that month. OfferGateway, in its sole discretion, may withhold any and all payments due and owing to Affiliate until such time as Advertiser has paid OfferGateway for any Advertising Campaign. OfferGateway reserves the right to reduce any and all payments owed to Affiliate where Advertiser has offset payments owed to OfferGateway. OfferGateway shall compile, calculate and post on the OfferGateway Website data that OfferGateway has used to determine Affiliate’s billing and associated Commissions due (the "Data"). Any questions or disputes regarding the Data must be submitted in writing to OfferGateway within five (5) business days of the date that the Data is posted on the OfferGateway Website; otherwise the information contained therein will be deemed accurate and accepted by Affiliate. OfferGateway will investigate and resolve any Data-related questions or disputes in its sole discretion. OfferGateway shall not be responsible to pay Affiliate on any eligible Commissions where: i) leads are from e-mail recipients that have previously registered, opted in and/or are already an Advertiser website member and/or applicable campaign customer, as the case may be; and/or ii) the subject e-mail recipient fails to comply with Advertiser’s requirement that an e-mail recipient opt-in to receiving e-mail marketing from Advertiser. Notwithstanding anything contained herein to the contrary, no Commission payments will be issued to an Affiliate for any amounts that are, in the aggregate, less than twenty-five US Dollars ($25.00) (the "Payment Threshold"). All such amounts below the Payment Threshold shall be held, aggregated and paid to Affiliate only when the Payment Threshold has been reached. OfferGateway will not pay Commissions on any billings that occur: i) before Affiliate is accepted into the Affiliate Program; or ii) after termination of this Agreement. Affiliate agrees that the Commissions due and payable to it shall be based solely on the Data posted on the OfferGateway Website. OfferGateway will not pay any Commissions to Affiliate unless Company has documentation to support such Commissions within the Company database and Data. OfferGateway requires any Affiliate to provide a W-9, or similar tax identification information, as a condition precedent to receiving any Commission payments. OfferGateway reserves the right to withhold and/or cancel Commission payments due and owing to Affiliate at any time, in its sole discretion, when Company believes that Affiliate is in breach of this Agreement. Customers who buy products and/or services through the Affiliate Program shall not be deemed to be the customers of OfferGateway. All Commission payments due to Affiliate will be paid in US dollars.

CONTENT: Company will make available to Affiliate certain marketing pieces created by Advertiser and/or OfferGateway for use in the Affiliate Program. In particular, OfferGateway will post creatives ("Creatives"), text links and/or banner advertisements ("Banner Ads") (collectively, the "Content") on the OfferGateway Website for download, use and publication by Affiliates. The Content shall contain unique Affiliate-specific identifiers/code that will enable OfferGateway to track Affiliate generated click-through. OfferGateway may change or revise the Content that is prepared by OfferGateway at any time, in its sole discretion, and Affiliate agrees to use only the most recent version of the Content that is prepared by OfferGateway and posted on the OfferGateway Website. Affiliate may not alter, modify or otherwise change the Content in any manner, whatsoever. Company may terminate Affiliate’s right to use the Content for any reason at any time, in its sole discretion. Affiliate may only use Content that is supplied by OfferGateway and is posted on the OfferGateway Website. Use, or the attempted use, of any other marketing materials and/or Content in connection with the Affiliate Program will result in the immediate termination of this Agreement, without notice. Each Affiliate agrees that OfferGateway may, in its sole discretion, direct the placement of the Content on the OfferGateway Website. Affiliate may NOT use brand names and/or trademarks of another party (e.g., Milton Bradley or Apple) in the "subject" or "from" lines or body of any commercial e-mail transmission. Affiliate agrees and acknowledges that it shall not: i) incentivize offers or create the appearance of incentivizing offers; ii) place any statement in close proximity to the Content requesting that e-mail recipients "click" on the Content (e.g., "Please click here"); iii) place misleading statements in close proximity to the Content; and/or iv) redirect traffic to a website other than the website listed by the particular Advertiser. Should Affiliate conduct e-mail marketing campaigns to its users, Affiliate must, upon the request of OfferGateway, be able to produce the name, date, time and IP address of where the consumer signed-up and/or gave permission to Affiliate to conduct such e-mail campaign. Affiliate is solely responsible for all consumer complaints relating to e-mail campaigns conducted by Affiliate. Affiliate represents and warrants that it will respond to all consumer complaints within forty-eight (48) hours of notification.

E-MAIL MARKETING POLICY/CAN-SPAM COMPLIANCE: Affiliate represents and warrants that, at all times, it will comply with all applicable state and federal laws, rules and Federal Trade Commission enabling regulations (including, but not limited to, the CAN-SPAM Act of 2003, as amended from time to time), with respect to e-mail marketing. Affiliate acknowledges that any failure to comply with this Section may, in Company’s sole discretion, result in the immediate termination of this Agreement and the forfeiture of any and all rights to any Commissions otherwise owed to Affiliate by OfferGateway. When performing e-mail marketing of any kind and on behalf of any Advertiser, Affiliate represents and warrants that Affiliate shall deliver commercial e-mail only to those recipients: i) who have given Affiliate direct and/or explicit consent to receive e-mail advertising from Affiliate, as defined under applicable law, and have not revoked such consent as of the date that the commercial e-mail was transmitted to such recipient; or (ii) with whom Affiliate has a preexisting business relationship, as defined under applicable law, and have not unsubscribed to receive e-mail advertising as of the date that the commercial e-mail was transmitted to such recipient. Affiliate must: a) refrain from falsifying e-mail header and transmission information (including, without limitation, source, destination and routing information); b) not use any subject or from line that is materially false or misleading; c) refrain from seeking or obtaining unauthorized access to computers for the purpose of sending any and all commercial e-mail; d) include within all commercial e-mail sent: 1) a valid street address for both Affiliate and the Advertiser (if any); 2) a clear and conspicuous identification that the e-mail message is an advertisement or solicitation; 3) a clear and conspicuous opt-out notice and functional opt-out mechanism; and 4) process unsubscribe requests within five (5) days; e) comply with all legal obligations with respect to unsubscribing consumers from Affiliate’s e-mail mailing lists; f) at least once a week, scrub the Affiliate Database against the Advertiser suppression list that will be made available on the OfferGateway Website, subject to the provisions contained herein below; and g) immediately notify OfferGateway in the event that any complaint, investigation and/or litigation ensues concerning Affiliate’s e-mail practices (whether or not such complaint, investigation and/or litigation relates to Affiliate’s relationship with Offer Alliance).

SUPPRESSION LISTS: With respect to any suppression list generated through the Affiliate Program, Affiliate agrees to: a) use such suppression list, and the individual customer records contained therein, solely for the suppression purposes set forth herein, even after any termination of this Agreement; b) regularly use such suppression list to remove any and all e-mail addresses contained therein from the receipt of future commercial e-mail messages; c) not use the suppression list for purposes of e-mail marketing (or provide the suppression list to any third party for said purposes) and not send, or cause to be sent, any commercial e-mail messages to an e-mail address appearing on any suppression list; d) not use any suppression list for purposes of e-mail appending in any manner whatsoever; e) hold any suppression list in trust and confidence and use same solely for the suppression purposes set forth herein; f) not retain a copy of any suppression list following termination of this Agreement; and g) not disclose any suppression list to any employee, consultant, subcontractor, or third party individual, corporation or entity without first ensuring said party’s written agreement to be bound by the terms of this Agreement. Such agreement shall be immediately forwarded to OfferGateway, upon request. OfferGateway reserves the right to withhold its consent to such disclosure and may, within its discretion, accordingly bar the disclosure of any and all suppression lists. Affiliate further agrees and acknowledges that: a) it has downloaded and removed the domains located on the FCC’s wireless domain names list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from any and all current data used in OfferGateway mailings; and b) any and all new data that it acquires, regardless of its source, will be run and/or scrubbed against the FCC’s wireless domain names list and that the domain names contained therein will be removed before sending any OfferGateway mailings.

COVENANTS, REPRESENTATIONS AND WARRANTIES: Affiliate hereby represents and warrants that: a) this Agreement has been duly and validly executed and delivered by Affiliate and constitutes Affiliate’s legal, valid and binding obligation which is fully enforceable against it in accordance with its terms; b) Affiliate will comply with all applicable state and federal laws, rules and Federal Trade Commission enabling regulations (including, but not limited to, the CAN-SPAM Act of 2003, as amended from time to time), with respect to the Affiliate Program; and c) Affiliate understands and agrees that OfferGateway will enter into similar agreements with other OfferGateway affiliates in direct competition with Affiliate. Affiliate will be solely responsible for the development, operation and maintenance of the Affiliate Website, Affiliate Database and for any and all materials that appear on the Affiliate Website. Such responsibilities include, without limitation: i) the technical operation of the Affiliate Website and all related equipment; ii) creating and posting content, descriptions and references on the Affiliate Website; iii) the accuracy and propriety of materials posted on the Affiliate Website; iv) ensuring that materials posted on the Affiliate Website do not violate or infringe upon the rights of any third party and are not defamatory, obscene, libelous, harmful, illegal or otherwise offensive; and v) ensuring that the Affiliate Website complies with all applicable laws.

DISCLAIMERS/LIMITATION OF LIABILITY: THE AFFILIATE PROGRAM, OFFERGATEWAY WEBSITE AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE AFFILIATE PROGRAM, OFFERGATEWAY WEBSITE AND CONTENT MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. OFFERGATEWAY HAS NO LIABILITY, WHATSOEVER, TO AFFILIATE OR ANY THIRD PARTY, FOR AFFILIATE’S USE OF, OR INABILITY TO USE, THE AFFILIATE PROGRAM, THE OFFERGATEWAY WEBSITE AND/OR CONTENT. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, OFFERGATEWAY IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN OFFERGATEWAY AND AFFILIATE. THE AFFILIATE PROGRAM, OFFERGATEWAY WEBSITE AND CONTENT WOULD NOT BE PROVIDED TO AFFILIATE WITHOUT SUCH LIMITATIONS. OFFERGATEWAY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE AFFILIATE PROGRAM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY AFFILIATE FROM OFFERGATEWAY THROUGH THE AFFILIATE PROGRAM, OFFERGATEWAY WEBSITE, OR CONTENT SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY AND/OR LIABILITY FOR ANY AND ALL DAMAGES CAUSED BY, AND/OR THROUGH, THE AFFILIATE PROGRAM, OFFERGATEWAY WEBSITE AND CONTENT IS EXPRESSLY DISCLAIMED. AFFILIATE UNDERSTANDS AND AGREES THAT PARTICIPATION IN THE AFFILIATE PROGRAM AND ACCESS AND/OR USE OF THE OFFERGATEWAY WEBSITE AND CONTENT IS DONE SOLELY AT AFFILIATE’S OWN DISCRETION AND AT AFFILIATE’S OWN RISK. AFFILIATE IS ALSO SOLELY RESPONSIBLE FOR ANY USE, OR ALLEGED USE, OF THE AFFILIATE PROGRAM, OFFERGATEWAY WEBSITE AND CONTENT THAT MAY INFRINGE UPON A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. UNDER NO CIRCUMSTANCES SHALL OFFERGATEWAY BE LIABLE TO AFFILIATE OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH AFFILIATE’S MARKETING EFFORTS) IN ANY MANNER WHATSOEVER ARISING FROM AFFILIATE’S PARTICIPATION IN THE AFFILIATE PROGRAM. COMPANY’S MAXIMUM AGGREGATE LIABILITY TO AFFILIATE AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE EQUAL TO THE PRICE THAT AFFILIATE HAS PAID TO PARTICIPATE IN THE AFFILIATE PROGRAM.

PROPRIETARY RIGHTS: The organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to the Affiliate Program, Content, and the OfferGateway Website are protected under applicable copyright, trademark and other proprietary (including, without limitation, intellectual property) rights. The usage, copying, redistribution and/or publication by Affiliate of any part of the Affiliate Program, Content, and the OfferGateway Website, other than as contemplated hereunder, are strictly prohibited. Affiliate does not acquire any ownership rights to the Affiliate Program, Content, and/or the OfferGateway Website. The availability of the Affiliate Program, Content, and the OfferGateway Website does not constitute a waiver of any rights related thereto.

PUBLICITY/CONFIDENTIALITY/NON DISCLOSURE: Affiliate agrees that OfferGateway may use Affiliate’s name, company name, and/or likeness, the Affiliate Website address and any associated information in Company’s marketing materials and press releases, without compensating Affiliate. Affiliate shall not create, publish, distribute or permit any written material that makes reference to OfferGateway without first submitting such material to Company and receiving Company’s prior written consent, which Company may withhold in its sole discretion. The terms and conditions of this Agreement shall be held confidential by both parties at all times. This Section shall survive any termination of this Agreement for a period of two (2) years thereafter. Notwithstanding anything contained herein to the contrary, a duty of non-disclosure and confidentiality shall not apply where either party can demonstrate with clear evidence that the information: (a) was previously known at the time of disclosure, free of any obligation to keep it confidential; (b) became publicly known through no wrongful act of either party; (c) was rightfully received by either party from a third party who was not bound under any confidentiality provisions; or (d) was disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.

INDEMNIFICATION: Affiliate agrees to indemnify, defend and hold Company, its parents, affiliates and/or subsidiaries, and each of their respective officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from: a) Affiliate’s breach of this Agreement and/or any representation or warranty contained herein; b) Affiliate’s participation in the Affiliate Program, in any manner whatsoever; and c) any allegation that Affiliate has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party. In addition, Affiliate agrees to indemnify, defend and hold OfferGateway, its parents, affiliates and/or subsidiaries, and each of their respective officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from any third party claim related to the Affiliate Website and/or Affiliate’s e-mail marketing practices.

FORCE MAJEURE: Affiliate agrees that OfferGateway will not be liable, or be considered to be in breach of this Agreement, on account of Company’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond Company’s reasonable control and that Company is unable to overcome through the exercise of commercially reasonable diligence (a "Force Majeure Event"). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, Company will give Affiliate notice and will use commercially reasonable efforts to minimize the impact of any such event.

MISCELLANEOUS: This Agreement shall be treated as though it were executed and performed in Oklahoma City, Oklahoma and shall be governed by and construed in accordance with the laws of the State of Oklahoma (without regard to conflict of law principles). Should a dispute arise concerning the terms of this Agreement, or the breach of same by either party hereto, the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in Oklahoma City, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing herein shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending an outcome in arbitration. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. Affiliate agrees that any unauthorized and/or unlawful use of the Affiliate Program would result in irreparable injury to OfferGateway for which monetary damages would be inadequate. In such event, OfferGateway shall have the right, in addition to other remedies available to it pursuant to this Agreement, to immediate injunctive relief against Affiliate without the need to post a bond. Nothing contained in this Agreement shall be construed to limit any legal remedies available to OfferGateway. OfferGateway and Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Company’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Any attempt by any individual, whether or not an Affiliate, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Affiliate Program, is a violation of both criminal and civil law and OfferGateway will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity. This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and OfferGateway successors and assigns. Affiliate is not permitted to transfer any rights and obligations pursuant to this Agreement. Any attempt to do so will result in the immediate termination of this Agreement. For technical/general questions, please contact: support@OfferGateway.com.