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	THIS AFFILIATE AGREEMENT is entered into by and between us, operators of Internet Performance-Based Advertising (the “Merchant”) and you the undersigned (the "Affiliate"). Each Merchant and Affiliate shall be individually referred to as a “Party” and collectively as “Parties”. WITNESSETH WHEREAS, Merchant is using AffiliateRunner Affiliate Marketing management and tracking services for its Internet Performance-Based Advertising. WHEREAS, Affiliate is the operator of Distribution Medium (as described below). WHEEREAS, Affiliate whishes to become an Affiliatte, effective as of the submission date of the Affiliate Application Form (the “Effective Date”) and subject to Merchant’s written approval of the Affiliate’s Application Form, which shall be given at Merchant’s discretion, and agrees to be bound by the terms and conditions of this Agreement. NOW, THEREFORE, the parties agree as follows: 1. DEFINITIONS In this Agreement (and where the context so admits the singular shall include the plural and vice versa): 1.1. "Agreement" shall collectively mean the Affiliate Application Form and this Affiliate Agreement. 1.2. "Distribution Medium" means Internet website(s) and other segments or spaces on such website(s). 1.3. “Link” means hyperlink (either banners, images, graphical and/or textual link) to Merchant's Distribution Medium from Affiliate’s Distribution Medium. 1.4. “Affiliate Account” means the Affiliate account as presented in AffiliateRunner.com website for managing Affiliate activity and presenting commission due to Affiliate. 1.5. "Sale Amount" means the Merchant sale amount of Product or service sold to Qualified Visitor (as defined below). 1.6. “Advertising Fees” means consideration payable by Merchant to Affiliate for performance-based advertising in Affiliate’s Distribution Medium as recorded by the System (as described below). 1.7. "Qualified Visitor" means any person tracked by the System (as described below) as exposed to Merchant’s performance-based advertising and/or diverted from Affiliate Distribution Medium to Merchant Distribution Medium as result of the performance-based advertising. 1.8. “System” means the AffiliateRunner tracking and management system. 2. ADVERTISING AND TRACKING 2.1. Offer Display. Merchant at its discretion shall allow Affiliate to place performance-based advertising using links in Affiliate’s Distribution Medium with respect to Merchant’s Distribution Medium (all in accordance with this agreement and subjected to such limitations or guidelines as set by AffiliateRunner.com operator from time to time). 2.2. Valid Tracking and Definitions. Tracking and recording of Qualified Visitor action (“Valid Tracking”) shall be according to criteria determined in the AffiliateRunner system at such time; Tracking definitions (such as views, clicks or transactions) shall be as applicable by the System at such time. 2.3. Affiliate Rewarding. Merchant shall reward Affiliates by paying Advertising fee for Valid Tracking according to such tracking definitions as set in the Merchant and Affiliate accounts by mutual understanding and agreement of the Parties. 3. CONSIDERATION 3.1. The Advertising Fees. Merchant shall pay Affiliate the advertising fees payable in the amounts and on the terms as set in the Merchant Account at such time for all specified actions preformed by Qualified Visitor (according to Valid Tracking) as applicable (per click, per view, percentage of Sale Amount, fixed commission per sale, or other). For removal of any doubt any such payment shall be settled directly between Merchant and Affiliate; no third party shall bare any responsibility or liability with regards to the Advertising Fee. 4. MERCHANT UNDERTAKINGS 4.1. Covenants. Merchant covenants and agrees to use its best efforts to deliver the Advertising fee to Affiliate in a timely manner. 4.2. Unique URL. Merchant shall provide Affiliate with unique identification URL(s) (as text links or banner links) to link Affiliate Distribution Medium to Merchant’s Distribution Medium. 5. AFFILIATE UNDERTAKINGS 5.1. Information. The Affiliate, by submitting the Affiliate Application Form warrants that all information provided therein is true and accurate and Affiliate undertakes to continuously keep this information current and updated at all times via Affiliate account. 5.2. Affiliate Account Access. Affiliate shall be solely responsible for maintaining the confidentiality of its account’s access password at all times; Affiliate shall be solely responsible for any and all usage of and activity on it’s Affiliate Account at all times, whether made by itself or by any a third party. 5.3. Orderly Use. Affiliate shall use only links provided to it by Merchant and in an orderly manner and as provided to it (whether as text links or banner links); under no circumstances Affiliate shall make any changes in Links provided to it by Merchant; Affiliate shall not make any change in Banners provided to it by Merchant without the expressed permission of Merchant; under no circumstances Affiliate shall intervene or interfere or attempt to intervene or interfere with the proper operations of the system. 5.5. Misleading and illegal use. Affiliate agrees that (a) it shall not mislead others; (b)it shall not operate or utilize any website or link to websites that contain or promote any of these types of content: libelous, defamatory, obscene, pornographic, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or that offer any illegal good or service, or link to a website(s) that do so; (c) it shall not engage in spamming, indiscriminate advertising or unsolicited commercial email; (d) it shall not engage in cybersquatting or typosquatting; (e) its activities shall not infringe any intellectual property rights of Merchant or any other; and (f) its activities shall not infringe any law including without limitation privacy and data protection laws. 5.6. Affiliate accepts to receive the monthly AffiliateRunner Newsletter email to be informed of new features, updates, and new merchants who have joined the network. Affiliate agrees to be notified by email of any new promotions being offered by AffiliateRunner merchants on a periodic basis. 6. INDEMNIFICATION, LIMITATION OF LIABILITY 6.1. Indemnification. Affiliate agrees to Indemnify, defend and hold harmless Merchant and Operator of AffiliateRunner service (and any of their respective officers, directors, employees, shareholders and agents) from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to its part as Affiliate, including but not limited to (i) any breach by Affiliate of this Agreement or any of its representations herein; or (ii) the operation and content of the Affiliate’s website; or (iii) any copyright or other intellectual property infringement made by the Affiliate or resulting from the Affiliate’s activities under this Agreement. Affiliate agrees that it shall not assert a defense based upon lack of privity against Merchant or Operator of AffiliateRunner service seeking to enforce these indemnities. 6.2. Exclusions. Each Affiliate and Merchant respectively shall be solely responsible for the use of Their Account and for operation of or participation in such advertising. 6.3. Limitation of Liability. (a) The parties acknowledge that none of the parties neither AffiliateRunner.com operator shall be liable to any of the parties nor to any third party for any special, consequential, incidental, punitive, direct or indirect damages, losses, costs or expenses of any kind, including but not limited to lost or imputed profits, arising out of this Agreement or its termination, however caused, including but not limited to damages that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance, and whether based in contract, tort (including negligence), regardless of whether any of the parties or AffiliateRunner.com operator has been advised of the possibility of such damages, losses, costs or expenses. The parties hereby together and alone waive any claim it may have regarding the enforceability of this section or an argument according to which these exclusions deprive it of an adequate remedy. (b) In any event, Merchant’s liability to Affiliate shall not exceed the Advertising fee due to Affiliate. (c) Without derogating from the provisions of Section 6.3(a), AffiliateRunner.com operator shall not be liable to Merchant or Affiliate, or any other person or entity for (i) any information provided to any person or entity by any Affiliate or Merchant, or any illegal, inappropriate act or act of misconduct on the part of any Affiliate or Merchant; (ii) system downtime of AffiliateRunner system or any Affiliate or Merchant; (iii) unauthorized access to, or alteration, theft or destruction of Affiliate's or Merchants Distribution Medium, Affiliate’s or Merchant’s data files, accounts, systems or programs through accident, fraudulent means, action or device; or (iv) any claim attributable to errors, omissions or other inaccuracies in any statement, offer, advertising or other content presented by a Merchant or Affiliate (v) product or service liability or any other theory of liability. (d) Except as provided in this Agreement, The only and sole remedy for any dissatisfaction of any of the parties of this agreement would be termination of agreement. (e) The parties acknowledge that the operation of the system and any of their interaction with or use of the system is not to be considered as "secure communications medium” for any purpose and under any applicable law or standard. 7. TRADEMARKS AND PROPRIETARY RIGHTS 7.1. License. (a) Merchant hereby grants to Affiliate a limited, non-exclusive, revocable, non-transferable license to present its expressly permitted Banners, logos or other images in Affiliate’s Distribution Medium, solely for the purpose of this Agreement and subject to the terms and conditions of this Agreement; license granted in this Section is hereinafter referred to as the "Licensed Property". (b) Licensed Property shall not be used in a manner that disparages the licensor or its products or services, or portrays the licensor or its products or services in a false, competitively adverse or poor light. The Licensed shall comply with the licensor requests as to the use of the licensor's Licensed Property and Licensed will avoid any action that diminishes the value of such Licensed Property. 7.2. Ownership Rights. (a) Subject to the limited licenses granted under Section 7.1 above, each party owns and shall retain all right, title and interest in its trade names, logos, trademarks, service marks, trade dress, testimonials, endorsements, Internet domain names, copyrights, patents, trade secrets, know how and proprietary technology (the "Intellectual Property"). Except as provided in this Agreement, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of the other party without the express written consent of such party. (b) The parties acknowledge that all data, statistical information or other traffic analysis, collected or produced by the system in connection with its operation, whether provided or not to Merchant or Affiliate, shall be the property of the AffiliateRunner.com operator. (c) The parties acknowledge that AffiliateRunner.com operator reserves the right to monitor, at any time, any activity of the system or performed by using the system, including but not limited to any of Merchant or Affiliate Accounts; the parties also acknowledge that Whenever required AffiliateRunner.com operator may disclose any information as may be necessary to satisfy law, or in order to protect itself or its customers. 7.3. Merchant access to Affiliate Account. Merchant may access Affiliate account from time to time for the purpose of monitoring Affiliate’s activity. 8. TERM AND TERMINATION 8.1. Term. This Agreement will take effect as of the Effective Date and continue in force until any of the parties decides to terminate it for any reason upon a (7) day notice to the other party. 8.2. Immediate Termination. Merchant may immediately terminate this Agreement without notice if Affiliate is in a material breach of this Agreement. The following shall be deemed a material breach of this Agreement by the Affiliate: (i) inappropriate promotional activities of Affiliate as shall be deemed by Merchant, at its own discretion; and/or (ii) Affiliate activities that do not adhere with pertinent reasonable Internet business standards as they may evolve; and/or (iii) any suspected fraudulent, abusive or otherwise illegal or inappropriate content or activity by Affiliate, whether on its Distribution Medium or other; in such case any outstanding commission to Affiliate may be forfeited. 8.3. Effects of Termination. (a) Upon termination Merchant may disable the Affiliate Account and any Links to the Merchant’s Distribution Medium; (b) The rights and obligations contained in Sections 4.1, 5, 6, 7.2, 8 and 10 of this Agreement shall survive the termination or expiration of this Agreement. (c) For the avoidance of doubt, Except as provided in section 8.2, termination of this Agreement for any reason shall not relieve Merchant from its obligation to pay Affiliate any outstanding payments due under this Agreement. 9. REPRESENTATIONS AND WARRANTIES Each party represents and warrants to the other party that: (i) such party has all necessary right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; and (ii) nothing contained in this Agreement or required by such party's performance hereunder will place such party in breach of any other contract or agreement to which it is bound or violate any applicable law, including obscenity, privacy and defamation laws; and (iii) the performance of this Agreement shall not infringe or violate upon the Intellectual Property or privacy rights of any third party. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE OPERATOR OF THE SYSTEM OR ANY OF THE PARTIES DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE SYSTEM ACTIVITY OR CAPABILITY OR ANY OF THE ACTIVITY CONTEMPLATED BY THIS AGREEMENT, AND NON-INFRINGEMENT. ANY OF THE SYSTEM OPERATIONS OR CAPABILITIES OR ANY OTHER ACTIVITY PERFORMED OR OPERATED UNDER THIS AGREEMENT IS TO BE CONSIDERED, PERFORMED AND OPERATED “AS-IS” WITHOUT WARRANTY. 10. MISCELLANEOUS 10.1. Settlement of a dispute. In the event of dispute between the parties arising from or concerning in any manner to a subject matter of this Agreement or the relationship between the parties created by this Agreement, the parties will first attempt to resolve the dispute through good faith negotiation. In the event that the dispute cannot be resolved through good faith negotiation, the parties will refer the dispute to a mutually acceptable mediator. 10.2. Force Majeure. The Parties shall not be liable for failure or delay in performing their obligations hereunder arising from any cause beyond their control including, but not limited to, acts of God, acts of civil or military authority, fires, strikes, lockouts or labor disputes, commercial or technical impracticability, epidemics, governmental restrictions, war, riots or other civil or technical disturbances, earthquakes, storms, typhoons and floods. 10.3. Relationship of the Parties. Each of the Parties shall at all times during the term of this Agreement be considered, act as, and shall represent itself to be, an independent contractor, and not an agent or employee of the other. No employment relationship shall exist or be construed to exist between each of the Parties and the employees of the other Party. Neither Party shall be authorized to bind, commit or assume any obligations on behalf of the other Party; each of the parties shall be solely responsible for its own Income Taxes and any other applicable tax liabilities. 10.4. Notice. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective upon delivery when delivered to the pertinent email address of the receiving party. To Merchant: at the applicable email address as provided to it by Affiliate. To Affiliate: at the applicable email address as provided to it by Merchant. 10.5. Successors and Assigns. Neither of the parties shall be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement without the other’s prior written consent. 10.6. Amendments and Waivers. The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect. The parties acknowledge that the operator of the system may change the system functionality at any time at its sole discretion. This Agreement may be modified at any time. Any such modification shall have immediate effect as of the publicity of such Agreement version on the Internet at: [www.affiliaterunner.com/affiliate_agreement.htm]. If any of the parties does not wish to be bound by such Agreement version as applicable at any time its only option would be to terminate the Agreement. Any Continuance of cooperation between the parties that somehow is related to the system or to AffiliateRunner.com shall be deemed as binding acceptance of such applicable Agreement version by each of the parties. 10.7. Entire Agreement. Headings to Sections herein are for the convenience of the parties only, and are not intended to be or to affect the meaning or interpretation of this Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings that may have been between them with respect to the contents of this Agreement. If any provision (or part thereof) of this Agreement is determined as part of a final non appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms. The individual clicking on this link and submitting this application certifies that you read and accepted the terms, conditions and disclosures associated with this Agreement, and that if you are acting on behalf of other person or entity you are authorized to act on its behalf.

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