AFFILIATE NETWORK TERMS FOR PUBLISHERS

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

The terms and conditions set forth below (these “Publisher Terms”) apply to each Publisher. By using or accessing the Netpartner Affiliate Network, each Publisher agrees to be bound by these Publisher Terms. Netpartner reserves the right to revise these Publisher Terms at any time, and any such revisions will be effective seven (7) days after Netpartner notifies Publisher of such revisions in an email message send to the administrative email address entered into by Publisher in its user profile on the Netpartner Website. If Publisher does not agree to any such revisions, Publisher must terminate its account on the Netpartner Website and all of its activities in connection with the Netpartner Affiliate Network prior to the end of such seven (7) day period. Failure to do so will constitute Publisher’s binding and legally enforceable acceptance of such revisions.

1. NETWORK PARTICIPATION REQUIREMENTS

1. Requirements for Individuals. If Publisher is an individual, Publisher represents that he or she is (a) at least eighteen (18) years of age and (b) of legal age to agree to these Publisher Terms. No individual who fails to meet one or both of the foregoing requirements may participate in the Netpartner Affiliate Network or use the Netpartner Website.

2. Usernames and Passwords. Upon Publisher’s successful registration on the Netpartner Website, Publisher will receive an account (“Account”), and Publisher will be required to obtain a username (“Username”) and password (“Password”) to be used to log into the Netpartner Website. Publisher will be fully responsible for maintaining the confidentiality of its Username and Password, and Publisher will not disclose its Username or Password to any persons other than its employees and other agents. If Publisher learns or otherwise suspects that its Password has been disclosed to any individual who is not an employee or other agent of Publisher, Publisher will promptly change such Password and immediately notify Netpartner. Publisher will be fully responsible for any and all activities on the Netpartner Website conducted by any persons using its Username, whether or not Publisher authorized such activities, and Publisher authorizes Netpartner to carry out all transactions that are initiated through the use of its Username. Netpartner reserves the right to require Publisher to change its Username and Password at any time.

3. Profile Information. Publisher will ensure that all information provided by Publisher in Publisher’s user profile on the Netpartner Website (“Profile Information”) will be accurate and complete at all times. Publisher will immediately update its user profile on the Netpartner Website to reflect any changes to any Profile Information. All Profile Information will be subject to the Netpartner Privacy Policy viewable at www.netpartner.com/privacypolicy. Netpartner will have no obligation or responsibility to verify any Profile Information. Publisher acknowledges and agrees that Netpartner may make any and all Profile Information available to Advertisers on the Netpartner Website. Publisher acknowledges and agrees that Netpartner may use and rely on all Profile Information, and that Netpartner will have no liability arising out of or related to Publisher’s failure to keep its Profile Information accurate and complete at all times, including, but not limited to, liability arising out of Publisher’s failure to receive payments or any information about any Affiliate Opportunities, the Netpartner Affiliate Network or Publisher’s Account due to inaccuracies in Publisher’s contact information contained in the Profile Information.

2. AFFILIATE OPPORTUNITIES

1. Review of Opportunities. Publisher may use the Netpartner Website to review descriptions of available Affiliate Opportunities provided on the Netpartner Website (“Affiliate Opportunity Description”) and apply for Affiliate Opportunities in which Publisher desires to participate. Publisher acknowledges and agrees that the terms of each Affiliate Opportunity may be modified by the applicable Advertiser from time to time, and that such modifications will be effective when displayed in the corresponding Affiliate Opportunity Description.

2. Participation in Opportunities. Upon Publisher being notified that it has been accepted or approved for an Affiliate Opportunity, Publisher will be deemed to have entered into an affiliate agreement with the applicable Advertiser (“Affiliate Agreement”) covering such Affiliate Opportunity. The terms of each Affiliate Agreement will be Netpartner’s then-current Affiliate Program Terms and Conditions located at www.netpartner.com/affiliateagreement in effect at the time Publisher and such Advertiser are deemed to have entered into such Affiliate Agreement. If Publisher does not agree to the application of any such terms and conditions to any Publisher’s participation in any Affiliate Opportunity, Publisher will not apply for, or otherwise participate in, such Affiliate Opportunity. By applying for, or otherwise participating in, any Affiliate Opportunity, Publisher is agreeing to enter into an Affiliate Agreement with the applicable Advertiser. For avoidance of doubt, Netpartner will not be a party to any Affiliate Agreement and will have no obligation to enforce or monitor compliance with any of the terms and conditions of any Affiliate Agreement, or to resolve any disputes between Publisher and any Advertisers relating to or arising out of any Affiliate Agreements or Affiliate Opportunities.

3. Termination of Affiliate Opportunity. Publisher acknowledges and agrees that Publisher’s participation in any Affiliate Opportunity may be terminated by Netpartner or the applicable Advertiser at any time, for any or no reason, with or without notice to Publisher.

4. Termination of Advertiser. Publisher acknowledges that any Advertiser’s participation in the Netpartner Affiliate Network may be suspended or terminated at any time, with or without notice to Publisher, in which case Publisher’s participation in all Affiliate Opportunities offered by such Advertiser will immediately terminate. Netpartner will have no obligation or liability to Publisher in connection with any termination or suspension of any Advertiser’s participation in the Netpartner Affiliate Network or Publisher’s participation in any Affiliate Opportunities.

5. No Netpartner Liability. Netpartner will have no liability for any acts or omissions of any Advertisers or any other Network Participants. Without limiting the generality of the foregoing, Netpartner will have no liability in connection with any Advertiser Materials, or any failure by any Advertiser to comply with any of its payment or other obligations under any Affiliate Agreement.

3. ADVERTISER MATERIALS

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

2. Restrictions

1. Prohibited Properties. Publisher will not display any Advertiser Materials or make any reference to any Advertiser on any Prohibited Property (as defined in Section 5.3).

2. Publisher Properties. Publisher will not display any Advertiser Materials for any Affiliate Opportunity except on web pages, email messages, software applications and other items identified in Publisher’s Profile Information (collectively, “Publisher Properties”) at the time Publisher was approved for such Affiliate Opportunity. In addition, Publisher will not display any Advertiser Materials relating to any Affiliate Opportunity on any types of properties (e.g., websites or email messages) that are not expressly permitted by the relevant Advertiser in the applicable Affiliate Opportunity Description (as may be modified from time to time as described in Section 2.1), and then only in compliance with these Publisher Terms.

3. Unsolicited Email Messages. Publisher will not, and will not assist, authorize or encourage any third party to, send any unsolicited commercial e-mail messages that contain any Advertiser Materials or make reference to any Advertisers.

4. Pop-Up/Pop-Under Advertisements. Publisher will not display any Advertiser Materials on any pop-up or pop-under windows that are not launched directly from Publisher Properties.

3. Links and Tracking Codes. Publisher acknowledges that Advertiser Materials will contain hyperlinks to Advertisers’ websites (“Links”) and transaction tracking codes and/or other mechanisms used to identify transactions resulting from clicks on Advertiser Materials displayed by Publisher (“Tracking Codes”). Publisher will display Advertiser Materials with all Links and Tracking Codes intact. Publisher will not, and will have no right, to (a) replace or otherwise remove any Links or Tracking Codes from any Advertiser Materials, (b) alter or otherwise modify any Links or Tracking Codes, or (c) disable, block, circumvent, redirect, intercept or otherwise interfere with any Links or Tracking Codes or any functionality thereof, including through the use of any cookie, device, program, robot, iframes, hidden frames or popup windows. Advertiser further acknowledges and agrees that Netpartner will have no liability if any Advertisers, Viewers or other third parties engage in any of the actions described in subsections (a)-(c) above.

4. No Circumvention. Publisher will not in any way bypass or circumvent, or attempt to bypass or circumvent, Netpartner or the Netpartner Affiliate Network in connection with any Affiliate Opportunity. Without limiting the generality of the foregoing, Publisher will not enter into any linking or other promotional arrangement relating to any Affiliate Opportunity directly with the applicable Advertiser.

4. NETPARTNER SERVICES

1. Payment Processing. Within thirty (30) days of the end of each calendar quarter, Netpartner will pay to Publisher all amounts that Advertisers have remitted during such quarter to Netpartner for payment to Publisher pursuant to Affiliate Agreements entered into by Publisher (“Advertiser Payments”).

1. Compensation Terms. Publisher acknowledges that each Affiliate Opportunity Description (as may be modified from time to time as described in Section 2.1) will specify the type of action that individuals who view the applicable Advertiser Materials displayed on Publisher Properties (“Viewers”) must take (e.g., clicking on the relevant Advertiser Materials, purchasing goods or services from the Advertiser, or registering on the Advertiser’s website) to trigger the Advertiser’s obligation to compensate Publisher for the applicable Affiliate Opportunity (each such action, a “Compensable Transaction”), and the nature and amount of such compensation.

2. Non-Payment. Publisher acknowledges that payment of any amounts set forth in any Affiliate Agreement entered into by Publisher with an Advertiser is the sole and exclusive responsibility and obligation of such Advertiser, and that Netpartner will have no obligations or liabilities of any kind in connection with any failure of such Advertiser to pay any such amounts, including any obligation to collect such amounts from such Advertiser or otherwise enforce such Advertiser’s payment obligations, even if Netpartner acts as the payment processor for such amounts.

3. Minimum Payment Threshold. Notwithstanding anything to the contrary, Netpartner will not be required to make any payment to Publisher of less than fifty dollars ($50). If the total amount payable by Netpartner to Licensor is less than fifty dollars ($50) for any calendar quarter, such amount will be carried forward to the following calendar quarter.

4. Advertiser Chargebacks. Publisher will pay to Netpartner, within fifteen (15) days of Netpartner’s invoice, any amounts charged back by an Advertiser to Publisher pursuant to the terms of an Affiliate Agreement between Publisher and such Advertiser (“Advertiser Chargebacks”).

5. Taxes. Publisher will be solely responsible for any and all taxes, duties and levies imposed by foreign, federal, state and local tax authorities arising from or in connection with any amounts paid to Publisher by Netpartner or any Advertisers, or any other aspects of Publisher’s participation in any Affiliate Opportunities or Publisher’s use of the Netpartner Affiliate Network or the Netpartner Website (collectively, “Taxes”). Netpartner may deduct Taxes from any amounts payable by Netpartner to Publisher.

6. Offsets. Netpartner may offset any amounts payable by Publisher to Netpartner (whether or not pursuant to these Publisher Terms) against any amounts payable by Netpartner to Publisher.

2. Transaction Information. Netpartner will provide Publisher with access to tools on the Netpartner Website that provide information regarding Compensable Transactions and the amounts earned by Publisher therefor (“Transaction Information”). Publisher acknowledges and agrees that:

1. Transaction Information may not be available on a real-time basis for all Advertisers;

2. Transaction Information is based on data provided to Netpartner by Advertisers (“Advertiser Transaction Data”), and that Netpartner will not be obligated to confirm, and does not represent or warrant, that any Advertiser Transaction Data is accurate or complete;

3. Transaction Information is subject to corrections and other adjustments (including due to corrections and other adjustments made by Advertisers to Advertiser Transaction Data after initial submission thereof to Netpartner), and that such corrections or other adjustments could affect the amounts payable by Advertisers to Publisher under the applicable Affiliate Agreements; and

4. Netpartner may provide each Advertiser with which Publisher has entered into an Affiliate Agreement with certain information regarding Publisher and Compensable Transactions, including Publisher’s name, Publisher’s ID number, the name and URL of Publisher’s websites, the number of impressions of Advertiser Materials on Publisher Properties, the number of clicks on Advertiser Materials on Publisher Properties, the number of Referred Viewers, and the number of Compensable Transactions.

5. GENERAL NETWORK PARTICIPANT OBLIGATIONS

1. Standard of Conduct. Publisher will: (a) conduct itself in a professional manner that reflects favorably at all times on the good name, goodwill and reputation of Netpartner, the Netpartner Affiliate Network and Advertisers; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to any Netpartner, the Netpartner Affiliate Network or any Advertisers; and (c) not publish or otherwise make any false, misleading or deceptive statements or materials relating to Netpartner, the Netpartner Affiliate Network, any Advertisers or any Affiliate Opportunities. Publisher will comply with all Affiliate Agreements to which it is a party.

2. Compliance with Laws. Publisher will comply with all applicable laws in connection with its use of the Netpartner Affiliate Network and Netpartner Website and its participation in Affiliate Opportunities, including its use of Advertiser Materials and its transmission and operation of Publisher Properties on which Advertiser Materials are displayed. Without limiting the generality of the foregoing, Publisher will not, and will not assist, authorize or encourage any third party to, display any Advertiser Materials on, or use the Netpartner Affiliate Network in connection with, any web pages, websites or email messages that violate any applicable laws or regulations, including the CAN-SPAM Act of 2003, the Children’s Online Privacy Protection Act, and any other laws governing unsolicited email messages, privacy, data protection, unfair trade practices, or deceptive or misleading advertising.

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

4. Illegal and Fraudulent Activity. Publisher will not, and will not assist, authorize or encourage any third party to, engage in (whether through Publisher Properties or otherwise) any illegal or fraudulent activity in connection with the Netpartner Affiliate Network, the Netpartner Website or any Affiliate Opportunities. Without limiting the generality of the foregoing, Publisher will not, and will not assist, authorize or encourage any third party to, artificially or fraudulently inflate the number of Compensable Transactions, including by: placing any Advertiser Materials on pages that reload automatically; offering users any incentives or inducement of any kind (including cash, points, prizes or contest entries) to click on any Advertiser Materials or otherwise engage in any Compensable Transactions, except to the extent expressly permitted by an Advertiser in an connection with an Affiliate Opportunity of such Advertiser, as set forth in the corresponding Affiliate Opportunity Description; framing the clickthrough destinations of any Advertiser Materials, except to the extent expressly permitted by an Advertiser in an connection with an Affiliate Opportunity of such Advertiser, as set forth in the corresponding Affiliate Opportunity Description; using blind links (e.g., where Viewers do not know that they are clicking on a link) or other invisible methods to generate impressions, clicks or other Compensation Transactions that are not initiated by the affirmative action of the Viewers; requiring Viewers to click on any Advertiser Materials in order to obtain some other result or perform another function (such as leaving a webpage or closing a window); running “spiders” against Publisher Properties containing any Advertising Materials; or having Publisher’s employees, contractors or agents click on any Advertiser Materials.

5. Other Prohibited Activities. Publisher will not, and will have no right to:

1. restrict or inhibit any other authorized third party from using the Netpartner Affiliate Network or Netpartner Website;

2. “hack” any computers, servers or other systems, or reverse engineer, decompile, disassemble, or otherwise attempt to gain access to, any software, HTML or other code, that are used by Netpartner or any of its suppliers in connection with the operation of the Netpartner Affiliate Network or Netpartner Website;

3. provide access to, or otherwise make available, the Netpartner Affiliate Network or Netpartner Website, or any page thereof, to any third parties;

4. “frame” or “mirror” any portion of the Netpartner Website;

5. send (or assist, authorize or encourage any third party to send) any commercial email messages (whether or not solicited) that make reference to Netpartner or the Netpartner Affiliate Network;

6. use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or reproduce or circumvent the navigational structure or presentation of the Netpartner Website;

7. disclose to any third parties any features or functionality of the Netpartner Affiliate Network or Netpartner Website that have not been publicly disclosed by Netpartner;

8. harvest or otherwise collect any information about any other Network Participants;

9. use the Netpartner Network or Netpartner Website, or any information obtained therefrom, to solicit or recruit any other Network Participants to form or join any affiliate marketing, advertising or similar network; or

10. redirect or otherwise interfere with the clicking of Advertiser Materials displayed on the properties of any other Network Participants, or otherwise block or interfere with any Compensable Transactions involving any other Network Participants.

6. Logo. Netpartner may display Publisher’s logo and trade name on the Netpartner Website and on Netpartner’s marketing materials to identify Publisher as a participant in the Netpartner Affiliate Network and to promote such participation.

6. PRIVACY

1. Privacy Policy. Publisher will conspicuously display an easy-to-understand privacy policy on all Publisher Properties that are websites, and will display a conspicuous hyperlink (labeled with the word “Privacy”) from the home pages of such websites. In addition, Publisher will include a hyperlink to such privacy policy on all Publisher Properties that are not websites. Publisher will ensure that such privacy policy will comply with all laws and regulations regarding the privacy of Viewer information, will be commercially reasonable, and will fully and accurately disclose Publisher’s collection and use of Viewer information, Publisher’s disclosure of Viewer information to third parties (including Netpartner and Advertisers), and Publisher’s use of third party technology, including Tracking Codes and other Netpartner tracking technology.

2. Tracking Codes. Publisher will not alter any Tracking Codes to collect or include any personally identifiable or sensitive information of any Viewers.

3. Recipient Data. Publisher acknowledges and agrees that all personally identifiable information, if any, provided by Viewers through the Tracking Code or in response to any Advertiser Materials, and all reports, results, and other information created, compiled, analyzed or derived by Publisher from such data (collectively, “Viewer Data”), will be the sole and exclusive property of Advertiser and Netpartner and is considered Netpartner’s Confidential Information pursuant to this Agreement. Netpartner and the relevant Advertisers, in their sole discretion, will have the right to use, market and re-market any Viewer Data without further obligation to Publisher. Publisher will not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, any Viewer Data to any third party.

7. ACCOUNT TERMINATION

1. Termination/Suspension Rights. Either Publisher or Netpartner may terminate Publisher’s Account at any time, for any or no reason, with or without notice to the other party. If Publisher wishes to terminate its Account, Publisher will send an email message to Netpartner through the “Contact Us” functionality of the Netpartner Website notifying Netpartner of such termination. In addition, Netpartner may suspend Publisher’s Account or terminate Publisher’s participation in any Affiliate Opportunities at any time, for any or no reason, with or without notice to Publisher. Netpartner shall not be liable to Publisher or any third party for any such termination or suspension.

2. Effect of Termination. Upon any termination of Publisher’s Account:

1. Publisher will immediately remove from all Publisher Properties, and will otherwise cease use and display of, all Advertiser Materials. If Publisher fails to do so, then in addition to any other rights and remedies that Netpartner may have, Netpartner may terminate or redirect the Links contained in any Advertiser Materials that Publisher continues to use or display without compensation to Publisher and without incurring any liability or obligation to Publisher.

2. Netpartner may bar Publisher from any further use of or access to any and all portions of the Netpartner Website.

3. Netpartner will have no obligation to make any payments to Publisher in connection with any Compensable Transactions occurring on or after such termination.

4. Within forty-five (45) days of the end of the calendar quarter following the calendar quarter in which such termination occurred, Netpartner will pay to Publisher all amounts set forth in Section 4.1 corresponding to Advertiser Payments remitted to Netpartner during the sixty (60) days following such termination for Compensable Transactions occurring prior to such termination, subject to (i) any Advertiser Chargebacks not previously paid by Publisher to Netpartner or offset against Netpartner’s payments to Publisher, (ii) an offset for any other amounts owed by Publisher to Netpartner, and (iii) a holdback of any amount that Netpartner reasonable determines may be needed to support any of Publisher’s indemnification or other obligations or liabilities under these Publisher Terms (such holdback is in addition to any other rights and remedies that Netpartner or any Advertisers may have in contract, at law or in equity). Notwithstanding the anything to the contrary, Publisher will forfeit all payments described in this paragraph if Netpartner terminates Publisher’s Account due to any breach by Publisher of these Publisher Terms or any Affiliate Agreement to which Publisher is a party.

5. Within thirty (30) days of such termination, Publisher will pay to Netpartner any amounts owed by Publisher to Netpartner.

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

7. The rights and obligations contained in Sections 2.5, 4.1(d), 6.3, 7.2, 8, 9, 10, 11, 12 and 13 of these Publisher Terms shall survive any termination of Publisher’s Account.

8. CONFIDENTIALITY

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

9. DISCLAIMERS

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NETPARTNER AND ITS AFFILIATES, AND ITS AND THEIR LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE NETPARTNER NETWORK, NETPARTNER WEBSITE, ALL AFFILIATE OPPORTUNITIES AND ALL OTHER ASPECTS OF THESE PUBLISHER TERMS, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Without limiting the generality of the foregoing, none of Netpartner and its affiliates, and its and their licensors, suppliers, advertisers, sponsors and agents, makes any representations or warranties that Publisher’s use of the Netpartner Network or the Netpartner Website, or Publisher’s participation in any Affiliate Opportunities, will be uninterrupted, error-free or secure, or that defects will be corrected. Publisher assumes all responsibility and risk for Publisher’s use of the Netpartner Network and Netpartner Website and Publisher’s participation in Affiliate Opportunities. No opinion, advice or statement of Netpartner or its affiliates will create any warranty.

10. INDEMNITY

Publisher will indemnify, defend and hold Netpartner and its affiliates, and its and their licensors, suppliers, advertisers, sponsors and agents, harmless from and against any and all claims, suits, proceedings, demands and actions, and all losses, liabilities, costs and expenses of any nature (including reasonable attorneys’ fees), arising out of or relating to (a) any breach by Publisher of any provision of these Publisher Terms or any Affiliate Agreement, (b) any Publisher Property, or (c) any other acts or omissions of Publisher in connection with Publisher’s use of the Netpartner Affiliate Network or Netpartner Site or Publisher’s participation in any Affiliate Opportunity.

11. Limitations of Liability

NONE OF NETPARTNER AND ITS AFFILIATES, AND ITS AND THEIR LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS, WILL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, OR ANY DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, LOST PROFITS OR BUSINESS INTERRUPTION, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY WAY TO THE NETPARTNER NETWORK, THE NETPARTNER WEBSITE, ANY AFFILIATE OPPORTUNITIES OR ANY OTHER ASPECT OF THESE PUBLISHER TERMS, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF NETPARTNER AND ITS AFFILIATES TO PUBLISHER IN CONNECTION WITH THE NETPARTNER NETWORK, THE NETPARTNER WEBSITE, ALL AFFILIATE OPPORTUNITIES AND ALL OTHER ASPECTS OF THESE PUBLISHER TERMS WILL NOT EXCEED THE GREATER OF (A) the sum of all Commissions collected by Netpartner (if any) for AFFILIATE OPPORTUNITIES IN WHICH PUBLISHER PARTICIPATED during the twelve-month period immediately preceding the first event giving rise to such liability AND (B) ONE THOUSAND U.S. DOLLARS (US$1,000).

Publisher acknowledges that Netpartner has permitted Publisher to participate in the Netpartner Affiliate Network and to use the Netpartner Website in reliance on the limitations of liability, disclaimers of warranties, exclusion of damages and exclusive remedies contained in these Publisher Terms, and that each of the foregoing provisions forms an essential and fundamental part of the basis of the bargain between the parties, without which Netpartner would not have granted such permission. Each party agrees that such provisions will survive and apply notwithstanding any failure of essential purpose of any limited remedy or limitation of liability.

12. DISPUTE RESOLUTION

These Publisher Terms, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to these Publisher Terms, will be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region of the People’s Republic of China. These Publisher Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. The parties irrevocably agree to the non-exclusive jurisdiction of the courts of Hong Kong for the purpose of hearing and determining any suit, action or proceeding, or settling any dispute, arising out of or in connection with these Publisher Terms.

13. MISCELLANEOUS

1. Severability. If any provision of these Publisher Terms will be held illegal or otherwise unenforceable, (a) such provision will be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable, and (b) the validity or enforceability of the remainder of these Publisher Terms will not be affected.

2. Waiver. The waiver by either party of a breach of or a default under any provision of these Publisher Terms will not be effective unless in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of these Publisher Terms, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have under these Publisher Terms operate as a waiver of any right or remedy.

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

4. Relationship of Parties. These Publisher Terms will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties, and the parties will at all times be and remain independent contractors. Publisher will not have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of Netpartner or any of its affiliates, or to bind Netpartner or any of its affiliates in any respect whatsoever. Publisher will be responsible for all costs and expenses incurred by Publisher in connection with these Publisher Terms and all Affiliate Agreements and Affiliate Opportunities.

5. Assignment. Publisher may not assign, delegate or otherwise transfer (whether voluntarily, by operation of law or otherwise) these Publisher Terms, or any of its rights or duties under these Publisher Terms, without the written consent of Netpartner. Subject to the foregoing, these Publisher Terms will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.

6. Entire Agreement. These Publisher Terms constitute the entire agreement between Publisher and Netpartner relating to the subject matter of these Publisher Terms and supersede any and all prior and contemporaneous written or oral agreements and communications between the parties with respect to such subject matter.

AFFILIATE AGREEMENT TERMS AND CONDITIONS

THIS AFFILIATE AGREEMENT (“AGREEMENT”) APPLIES TO EACH AFFILIATE MARKETING OPPORTUNITY (“AFFILIATE OPPORTUNITY”) THAT IS OFFERED ON THE WEBSITE (“NETPARTNER WEBSITE”) OPERATED BY NETPARTNER LIMITED (“NETPARTNER”).

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

1. PARTICIPATION REQUIREMENTS

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

2. Profile Information. Each Party will ensure that all information that it has provided in its user profile on the Netpartner Website (“Profile Information”) will be accurate and complete at all times. Each Party will immediately update its user profile on the Netpartner Website to reflect any changes to its Profile Information. Each Party acknowledges and agrees that the other Party may use and rely on all of the other Party’s Profile Information.

2. AFFILIATE OPPORTUNITY DESCRIPTION

1. Contents. Advertiser represents and warrants that the description of the Affiliate Opportunity posted on the Netpartner Website (“Affiliate Opportunity Description”) accurately describes all of the following:

1. the websites operated by Advertiser to which the Advertiser Materials are linked (“Advertiser Websites”);

2. the types of properties (e.g., web pages, email messages and/or software applications) controlled by Publisher on which Publisher will be permitted to display the Advertiser Materials; and

3. the type of action that individuals who view the Advertiser Materials (“Viewers”) must take (e.g., clicking on such Advertiser Materials, purchasing goods or services from Advertiser, or registering on Advertiser’s websites) to trigger Advertiser’s obligation to compensate Publisher for the Affiliate Opportunity (each such action, a “Compensable Transaction”), and the nature and amount of such compensation.

2. Modifications. Publisher acknowledges and agrees that the Affiliate Opportunity Description may be modified by Advertiser from time to time, and that such modifications will be effective when displayed on the Netpartner Website.

3. ADVERTISER MATERIALS

1. License to Publisher. Subject to the terms and conditions of this Agreement, Advertiser hereby grants to Publisher a limited, non-exclusive, non-transferable, non-sublicensable license to (a) download the Advertising Materials and (b) display and distribute the Advertiser Materials on the web pages, email messages, software applications and other items that are controlled by Publisher and identified in Publisher’s Profile Information at the time of Advertiser’s approval of Publisher for the Affiliate Opportunity (collectively, “Publisher Properties”).

2. Display Restrictions. Publisher will not display any Advertiser Materials on:

1. any website, email message, software application or other item that is not a Publisher Property;

2. any Publisher Property that (i) promotes any products or services that are designated as prohibited on Netpartner’s Products Policy viewable at www.netpartner/productpolicy.com, which may be revised by Netpartner from time to time, (ii) contains any content that violates Netpartner’s Content Policy viewable at www.netpartner.com/contentpolicy, which may be revised by Netpartner from time to time, or (iii) links to any website that promotes any such products or services or contains any such content;

3. any Publisher Property that is not of the types of properties (e.g., websites, email messages or software applications) on which Advertiser expressly permits Advertiser Materials to be displayed, as set forth in the Affiliate Opportunity Description (as may be modified from time to time as described in Section 2.2);

4. any unsolicited commercial e-mail messages; or

5. any pop-up or pop-under windows that are not launched directly from a Publisher Property.

3. Other Restrictions. Publisher will not, and will have no right to: (a) remove or alter any copyright or trademark notices contained in any Advertiser Materials, or otherwise modify or create derivative works of any Advertiser Materials; (b) sublicense, assign, sell or otherwise transfer to any third party any of the rights granted to Publisher under Section 3.1; or (c) reproduce, display, distribute or otherwise use or exploit any Advertiser Materials except as expressly permitted in this Agreement. All Advertiser Materials (and all copyright and other intellectual property rights therein) will remain the property of Advertiser.

4. OTHER PROVISIONS

1. Advertiser Websites. Advertiser will link Advertiser Materials to the Advertiser Websites identified in the Affiliate Opportunity Description (as may be modified as described in Section 2.2), and not to any other websites. Advertiser will ensure that no Advertiser Websites will (a) promote any products or services that are designated as prohibited on Netpartner’s Products Policy viewable at www.netpartner.com/productpolicy, which may be revised by Netpartner from time to time, (ii) contain any content that violates Netpartner’s Content Policy viewable at www.netpartner.com/contentpolicy, which may be revised by Netpartner from time to time, or (iii) link to any website that promotes any such products or services or contains any such content.

2. Potential Claims. If either Party becomes aware of any potential claim in connection with any Advertiser Materials or Advertiser Website, such Party will provide prompt written notice of such potential claim to the other Party.

3. Keywords. Without the prior written approval of Advertiser, Company will not purchase keywords from search engine service providers that include any trademarks, service marks or brand names of Advertiser, or any derivatives of any such trademarks, service marks or brand names.

5. PAYMENTS

1. Advertiser Payments and Reports. Within thirty (30) days of the end of each calendar month, Advertiser will:

1. pay to Netpartner, for each Compensable Transaction occurring during such month, the amount set forth in the Affiliate Opportunity Description as of the date of such Compensable Transaction, together with any applicable taxes (“Advertiser Payment”); and

2. provide Netpartner with an accurate and complete report containing all of the following information: (i) the number of Viewers who clicked on Advertiser Materials (“Referred Viewers”) during such month; (ii) the number of Referred Viewers who engaged in Compensable Transactions during such month; (iii) the number of Referred Viewers who did not engage in Compensable Transactions during such month; and (iv) with respect to each Compensable Transaction during such month, the date of such Compensable Transaction, the Publisher ID number associated with such Compensable Transaction, and all information applicable to the calculation of the Advertiser Payment for such Compensable Transaction.

All Advertiser Payments will be calculated based upon tracking and reporting provided by Netpartner.

2. Links and Tracking Codes. Publisher acknowledges that Advertiser Materials will contain hyperlinks to Advertiser Websites (“Links”) and transaction tracking codes and/or other mechanisms used to identify transactions resulting from clicks on Advertiser Materials displayed by Publisher (“Tracking Codes”). Publisher acknowledges and agrees that Advertiser will have no payment obligations in connection with (a) any click on any Advertiser Materials that does not contain a Link or does not otherwise result in the Viewer being linked to an Advertiser Website, or (b) any Compensable Transaction that is not tracked using a Tracking Code or is otherwise not identified by Netpartner as resulting from a click on Advertiser Materials displayed by Publisher.

3. Records; Audits. During the period in which this Agreement remains in effect and for a period three (3) years thereafter, Advertiser will keep and maintain complete and accurate books and records of all amounts paid and payable by Advertiser under this Agreement. Advertiser will allow Publisher and its representatives to audit Advertiser’s books and records in order to verify the accuracy of Advertiser’s payments under this Agreement. Publisher will provide Advertiser with at least ten (10) days’ prior written notice of any audit. Each audit will be conducted during Advertiser’s regular office hours. Advertiser will promptly pay to Netpartner the amount of any deficiency in Advertiser’s payments to Netpartner under this Agreement. If any audit reveals any underpayment by Advertiser of five percent (5%) or more, Advertiser will reimburse Publisher for all costs and expenses incurred by Publisher in connection with such audit.

6. GENERAL OBLIGATIONS

1. Standard of Conduct. Each Party will: (a) conduct itself in a professional manner that reflects favorably at all times on the good name, goodwill and reputation of the other Party; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to the other Party; and (c) not publish or otherwise make any false, misleading or deceptive statements or materials relating to the other Party or the Affiliate Opportunity.

2. Compliance with Laws. Each Party will comply with all applicable laws and regulations in connection with the Affiliate Opportunity, including the CAN-SPAM Act of 2003, the Children’s Online Privacy Protection Act, and any other laws governing unsolicited email messages, privacy, data protection, unfair trade practices, or deceptive or misleading advertising.

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

7. PRIVACY

1. Privacy Policies.

1. Publisher will conspicuously display an easy-to-understand privacy policy on all Publisher Properties that are websites, and will display a conspicuous hyperlink (labeled with the word “Privacy”) from the home pages of such websites. In addition, Publisher will include a hyperlink to such privacy policy on all Publisher Properties that are not websites.

2. Advertiser will conspicuously display an easy-to-understand privacy policy on all Advertiser Websites, and will display a conspicuous hyperlink (labeled with the word “Privacy”) from the home pages of all Advertiser Websites.

3. Each Party will ensure that the privacy policies of such Party described in Section 7.1(a) or 7.1(b) above, as applicable, will comply with all laws and regulations regarding the privacy of Viewer information, will be commercially reasonable, and will fully and accurately disclose such Party’s collection and use of Viewer information, such Party’s disclosure of Viewer information to third parties (including Netpartner and the other Party), and such Party’s use of third party technology, including Tracking Codes and other Netpartner tracking technology.

2. Tracking Codes. Publisher will not alter any Tracking Codes to collect or include any personally identifiable or sensitive information of any Viewers.

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

8. TERMINATION

1. Termination/Suspension by Netpartner. Each Party acknowledges that the other Party’s participation in the Netpartner Affiliate Network or the Affiliate Opportunity may be terminated or suspended by Netpartner at any time, with or without notice, in which case this Agreement will immediately terminate.

2. Termination of Publisher’s Participation. Either Party may terminate Publisher’s participation in the Affiliate Opportunity at any time, for any or no reason, with or without notice to the other Party, in which case this Agreement will immediately terminate.

3. Effect of Termination. Upon any termination of this Agreement:

1. All licenses of Advertiser Materials granted to Publisher under this Agreement will terminate. Publisher will immediately remove from all Publisher Properties, and will otherwise cease use and display of, all Advertiser Materials. If Publisher fails to do so, then in addition to any other rights and remedies that Advertiser may have, Advertiser may terminate or redirect the Links contained in any Advertiser Materials that Publisher continues to use or display without compensation to Publisher and without incurring any liability or obligation to Publisher.

2. Advertiser will have no obligation to make any payments to Publisher in connection with any Compensable Transactions occurring on or after such termination.

3. Within fifteen (15) days of the end of the calendar month in which such termination occurred, Advertiser will (i) pay to Netpartner all Advertiser Payments corresponding to Compensable Transactions occurring during such month prior to such termination, and (ii) provide Netpartner with a report, as set forth in Section 5.1(b), with respect to such month.

4. Such termination will not affect any rights or liabilities of the Parties that accrued prior to such termination. Neither Party will have any liability to the other Party for terminating this Agreement in accordance with Section 8.2, including any liability for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investment, leases or commitments in connection with the business or goodwill of the other Party.

5. The rights and obligations contained in Sections 5.3, 7.3, 8.3, 9, 10, 11, 12 and 13 of this Agreement will survive any termination of this Agreement.

9. DISCLAIMERS

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

10. INDEMNITY

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

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

11. LIMITATIONS OF LIABILITY

NEITHER PARTY, ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR AGENTS, WILL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, OR ANY DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, LOST PROFITS OR BUSINESS INTERRUPTION, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY WAY TO THE AFFILIATE OPPORTUNITY OR ANY OTHER ASPECT OF THIS AGREEMENT, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES TO PUBLISHER IN CONNECTION WITH THE AFFILIATE OPPORTUNITY AND ALL OTHER ASPECTS OF THIS AGREEMENT (EXCLUDING SUCH PARTY’S PAYMENT OBLIGATIONS HEREUNDER) WILL NOT EXCEED THE GREATER OF (A) the sum of all ADVERTISER PAYMENTS (if any) ACTUALLY RECEIVED BY ADVERTISER UNDER THIS AGREEMENT during the twelve-month period immediately preceding the first event giving rise to such liability AND (B) ONE THOUSAND U.S. DOLLARS (US$1,000).

Each Party acknowledges that the other Party has agreed to Publisher’s participation in the Affiliate Opportunity in reliance on the limitations of liability, disclaimers of warranties, exclusion of damages and exclusive remedies contained in this Agreement, and that each of the foregoing provisions forms an essential and fundamental part of the basis of the bargain between the Parties, without which the other Party would not have agreed to such participation. Each Party agrees that such provisions will survive and apply notwithstanding any failure of essential purpose of any limited remedy or limitation of liability.

12. DISPUTE RESOLUTION

This Agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement, will be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region of the People’s Republic of China. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

13. MISCELLANEOUS

1. Severability. If any provision of this Agreement will be held illegal or otherwise unenforceable, (a) such provision will be reformed without further action by the Parties to the extent necessary to make such provision valid and enforceable, and (b) the validity or enforceability of the remainder of this Agreement will not be affected.

2. Waiver. The waiver by either Party of a breach of or a default under any provision of this Agreement will not be effective unless in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor will any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have under this Agreement operate as a waiver of any right or remedy.

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

4. Relationship of Parties. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the Parties, and the Parties will at all times be and remain independent contractors. Neither Party will not have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other Party any of its affiliates, or to bind the other Party or any of its affiliates in any respect whatsoever. Each Party will be responsible for all costs and expenses incurred by such Party in connection with the Affiliate Opportunity.

5. Assignment. Neither Party may assign, delegate or otherwise transfer (whether voluntarily, by operation of law or otherwise) this Agreement, or any of its rights or duties under this Agreement, without the written consent of the other Party. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns.

6. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersede any and all prior and contemporaneous written or oral agreements and communications between the Parties with respect to such subject matter.