Camsperformance Terms and conditions

Terms and conditions

 

This Camsperformance Affiliate Network Advertiser Agreement (“Advertiser
Agreement”), shall govern the relationship between Camsperformance
Affiliate Network (“Camsperformance Affiliate Network” or
“we”) and the Advertiser (“Advertiser”), whereby Advertiser
may obtain access to the Affiliate Network (“Camsperformance Affiliate
Network”) of registered third party affiliates (“Affiliates”)
and publishers (“Publishers”), and related technology and software
(“Camsperformance Affiliate Network Ad Server”), to market
customized advertisements and links provided by Advertiser and/or
Camsperformance Affiliate Network (“Ads,” as further defined below). The
Camsperformance Affiliate Network, as well as the services provided by
Camsperformance Affiliate Network in connection therewith (“Services”),
are further described in the Insertion Order (“IO”) attached hereto
and incorporated herein by reference (the IO, together with this Advertiser
Agreement, the “Agreement”). The terms of the IO shall supersede all
contrary terms set forth in this Advertiser Agreement, unless expressly set
forth to the contrary. In any instance where Advertiser is an agency entering
into the Agreement on behalf of a client, any reference to
“Advertiser” shall refer jointly to Advertiser as well as the
applicable underlying client.

1. Camsperformance Affiliate Network/Services

Advertiser agrees to accept and pay for, and Camsperformance Affiliate Network agrees to
provide, the Services identified and set forth in the Agreement. In connection
with the Services, Camsperformance Affiliate Network shall undertake marketing
campaigns with Advertiser (each an “Ad Campaign”) whereby
Camsperformance Affiliate Network will distribute Advertiser’s proprietary
advertising materials including, without limitation, banners, buttons,
text-links, clicks, co-registrations, pop-ups, pop-unders, e-mail, graphic
files and similar online media (collectively, “Advertiser Ads”)
and/or, where applicable, Camsperformance Affiliate Network Ads (as defined
below) through the Camsperformance Affiliate Network either:

1.
on Publisher websites via the Camsperformance Affiliate Network Ad Server for
impressions-based Ad Campaigns (“CPM”); or

2.
by Affiliates via e-mail based marketing, search engine marketing, website
based marketing and/or other online marketing means. In connection with such Ad
Campaigns, Advertiser shall pay Camsperformance Affiliate Network commissions
depending on the number of valid clicks, impressions, sales/actions
(“CPA”), applications and leads (“Leads”), and/or such
other compensable activities generated on behalf of Advertiser as set forth in
the subject IO (collectively, “Actions”). The applicable Actions, the
fees due to Camsperformance Affiliate Network for each Action and other applicable
terms and conditions of the Ad Campaigns entered into hereunder shall be
specified in each IO. Camsperformance Affiliate Network shall not be held
liable or responsible for any actions or inactions of its Publishers or
Affiliates.

2. Account

Upon the execution of the Agreement, Advertiser must register on the
Camsperformance Affiliate Network website and create a unique, password-protected
account (“Account”). Advertiser will be responsible for safeguarding
and maintaining the confidentiality of its Account and associated password.
Advertiser shall remain fully and solely responsibility for any and all actions
taken under Advertiser’s Account, whether authorized by Advertiser or not.
Advertiser must immediately notify Camsperformance Affiliate Network of any
unauthorized use of Advertiser’s Account. Advertiser is responsible for keeping
its Account information current, complete and accurate, and Advertiser
acknowledges and agrees that Camsperformance Affiliate Network will have no
responsibility or liability, directly or indirectly, for failure to deliver
notices as a result of inaccurate Account information.

3. Ads

Advertiser shall develop all aspects of the Advertiser Ads, other than where the parties
agree that Camsperformance Affiliate Network shall assist in the development
of Ads. The parties understand and agree that Advertiser is the sole owner of
any and all intellectual property rights associated with any Advertiser Ads;
other than those portions that Camsperformance Affiliate Network prepares on
Advertiser’s behalf (such portions hereinafter referred to as, the ”
Camsperformance Affiliate Network Ads” and together with the Advertiser Ads,
the “Ads”). The parties understand and agree that Camsperformance
Affiliate Network is the sole owner of any and all intellectual property rights
associated with the Camsperformance Affiliate Network Ads, other than
Advertiser’s trademarks, logos, copyrights and other pre-existing Advertiser
intellectual property incorporated in the Camsperformance Affiliate Network
Ads. Under no circumstances shall Camsperformance Affiliate Network be
authorized to use the Ads other than in connection with Advertiser’s Ad
Campaigns as set forth in the IO(s). Advertiser shall submit all Advertiser Ads
to Camsperformance Affiliate Network for approval prior to the commencement of
the subject Ad Campaign set forth in the applicable IO. Advertiser shall not
alter, modify or otherwise change the Ads, or any other Ads-related feature, in
any manner whatsoever, without obtaining Camsperformance Affiliate Network’s
prior express written consent, after the applicable Ad has been approved by
Camsperformance Affiliate Network. Notwithstanding the foregoing,
Camsperformance Affiliate Network shall have sole discretion with respect to the
creation of the “subject” and “from” lines used in its
e-mailing of any Ads. Camsperformance Affiliate Network reserves the right, in
its sole discretion and without liability, to: change any of its Ad Guidelines
at any time; and to reject, omit, exclude or terminate any Ad for any reason at
any time, with subsequent notice to the Advertiser, whether or not such Ad was
previously acknowledged, accepted or published by Camsperformance Affiliate
Network. Such reasons for rejection, omission or exclusion of Ads include, but
are not limited to, where Camsperformance Affiliate Network deems, in its sole
discretion, that the Ads, including the applicable products and/or services
promoted by such Ads (“Advertiser Products”), and any website linked
to from such Ads, are in violation of any applicable law, rule, regulation or
other judicial or administrative order or where the content thereof may tend to
bring disparagement, ridicule or scorn upon Camsperformance Affiliate Network
or any of its Publishers and/or Affiliates. Advertiser reserves the right to
reject, omit, exclude, terminate or request a change to the Ads at any time and
Camsperformance Affiliate Network shall, subject to the provisions set forth
herein, comply with such request as soon as practical but in no event later
than three (3) business days after its receipt thereof. Advertiser may cancel
or suspend a CPM-based Ad Campaign, or an Ad associated with such a CPM-based
Ad Campaign, effective within approximately twenty-four (24) business hours of
Camsperformance Affiliate Network’s receipt of Advertiser’s cancellation
notice, which Advertiser can deliver by logging into its Account and following
the instructions on the applicable menu.

4. Placement

The positioning, placement, frequency and other editorial decisions related to Ads
shall be made by Camsperformance Affiliate Network and/or its Affiliates and
Publishers, as applicable, in their respective sole discretion. The applicable
IO may set forth the particular place(s) where Ads may appear and/or be
distributed. Advertiser agrees that in a case where no points of placement or
distributions are set forth in the applicable IO or, in cases where “Run
of Affiliate Network” or similar designation is specified in the
applicable IO, the Ads may appear at any point of placement and/or distribution
that Camsperformance Affiliate Network and/or its Affiliates and Publishers
may determine, in their respective sole discretion.

5. Ad Codes

Unless otherwise stated in writing by Camsperformance Affiliate Network, each Ad used
by Camsperformance Affiliate Network in connection with an Ad Campaign must
include, in unaltered form, the special transaction tracking computer code
provided by Camsperformance Affiliate Network (“Ad Codes”). Advertiser
will not knowingly modify, circumvent, impair, disable or otherwise interfere
with any Ad Codes and/or other technology and/or methodology required or made
available by Camsperformance Affiliate Network to be used in connection with
any and all Ads. In connection with CPA-based Ad Campaigns, Advertiser agrees
to pay Camsperformance Affiliate Network a default payment of Fifty Cents
($0.50) CPM on a net thirty (30) day basis in instances where conversion data
cannot be supplied due to a failure of the Ad Codes and Advertiser’s inability
to provide such information, in the alternative. All determinations made by
Camsperformance Affiliate Network in connection with the Ads, Actions and any
associated fees invoiced to Advertiser shall be final and binding on Advertiser.
Notwithstanding the foregoing, Camsperformance Affiliate Network’s Services do
not involve investigating or resolving any claim or dispute involving
Advertiser and any Publisher, Affiliate or other third party.

6. E-mail Marketing

The following terms apply to all Ad Campaigns transmitted via e-mail by
Camsperformance Affiliate Network’s Affiliates on behalf of Advertiser. Any and all
e-mail based Ads:

1.
shall comply with all applicable federal and state laws including, but not
limited to, the CAN-SPAM Act of 2003 (“CAN-SPAM”) and any and all
Federal Trade Commission implementing regulations;

2.
must not infringe, misappropriate or otherwise violate any copyright, patent,
trademark, trade secret or other similar intellectual property right, or otherwise
violate or breach any duty toward, or rights of, any person or entity
including, without limitation, rights of privacy and publicity; and

3.
must not result in any consumer fraud, product liability or breach of contract
to which Advertiser is a party or cause injury to any third party. Advertiser
shall cause a valid physical postal address for Advertiser to appear in each
e-mail Ad, along with a functioning unsubscribe link (such unsubscribe link
must remain active for at least thirty (30) days after e-mail delivery).
Camsperformance Affiliate Network may make available, at a Camsperformance
Affiliate Network-designated FTP site (“FTP Site”), a suppression
list (and associated login information), updated on a regular basis, generated
from e-mail Ad Campaigns transmitted by Camsperformance Affiliate Network’s
Affiliates for Advertiser under applicable IO(s). Advertiser shall upload its
own list of suppressed e-mail addresses to the FTP Site, if one is provided by
Camsperformance Affiliate Network, or send its suppressed e-mail addresses to
Camsperformance Affiliate Network via e-mail no less than daily. If no such
suppressed e-mail addresses are supplied by Advertiser, then Camsperformance
Affiliate Network may conclude that no such addresses exist. The suppression
list and login provided by Camsperformance Affiliate Network are deemed to be
Confidential Information of Camsperformance Affiliate Network, as defined
herein below. Suppression lists may not be used by Advertiser for any purpose
other than to comply with applicable laws regulating e-mail transmissions.
Advertiser agrees to process any unsubscribe requests within seven (7) days of
being posted at the FTP Site.

7. Payments

The rates for Actions shall be set forth in the applicable IO(s). Camsperformance
Affiliate Network will invoice Advertiser twice monthly. Unless otherwise set
forth in the applicable IO, payment will be due to Camsperformance Affiliate
Network within thirty (30) days of the date appearing on each invoice. If
payment is not made in a timely manner, Camsperformance Affiliate Network may,
at its option, immediately terminate the Agreement and/or any applicable IO(s).
Interest will accrue on any past due amounts at the rate equal to the lesser of
one and one half percent (1.5 per month or the maximum amount permitted by law.
In addition, Advertiser shall be liable to Camsperformance Affiliate Network
for all attorneys’ fees and other costs of collection incurred in collecting
such unpaid amounts. Advertiser agrees and acknowledges that it shall be fully
responsible for any and all taxes, whether state or local, and related fees,
costs and penalties incurred by Camsperformance Affiliate Network and/or any
of its Publishers or Affiliates pursuant to Chapter 57 of the Laws of 2008
amending the New York State Tax Law.

8. Leads/CPA/Unaccepted Actions

In connection with Leads and CPA-based Ad Campaigns, Advertiser will pay
Camsperformance Affiliate Network for all Actions generated; provided, however,
that Advertiser shall have no obligation to pay for any Lead/CPA-based Action
that:

1.
it rejects within five (5) days of its receipt thereof; and

2.
both parties determine is not a Valid Action (as defined below). Where
Camsperformance Affiliate Network determines that such Action is a Valid Action,
Advertiser must pay for same. A “Valid Action” means an individual
person that:

3.
is not a computer generated user, such as a robot, spider, computer script or
other automated, artificial or fraudulent method designed to appear like an
individual, real live person;

4.
in the case of CPA-based Campaign, is a valid sale that is not fraudulent,
cancelled, charged back or otherwise nullified; and

5.
in the case of Leads-based Campaigns, has submitted information that meets all
of Advertiser’s criteria as set forth in the applicable IO. The data associated
with any and all Lead/CPA-based Actions (“Action Data”) that are not
both accepted and paid for by Advertiser shall be deemed the Confidential
Information of Camsperformance Affiliate Network, subject to any and all
restrictions set forth herein (“Unaccepted Action Data”). Upon
Advertiser’s acceptance of a Lead/CPA-based Action (and payment to
Camsperformance Affiliate Network therefor in accordance with payment terms set
forth herein and in the applicable IO), Camsperformance Affiliate Network
shall grant to Advertiser joint ownership and the full right to use such Action
Data. Where Advertiser does not accept Leads/CPA-based Actions, where
Advertiser fails to make payments for same in accordance with the payment terms
herein and in the applicable IO and/or where such Leads/CPA-based Actions are
later determined not to be Valid Actions, Advertiser shall have no rights in
and to such Action Data, and such Action Data shall be considered and treated
as Unaccepted Action Data. Without limiting the generality of the
confidentiality obligations set forth herein, Advertiser agrees that it:

6.
will not transfer, export, display, forward or otherwise share information
contained in the Unaccepted Action Data to/with any third party;

7.
will not use the information contained in the Unaccepted Action Data on its own
behalf in any manner not expressly authorized by Camsperformance Affiliate
Network;

8.
will not use the information contained in the Unaccepted Action Data to create
any interactive on-line, CD-ROM or other derivative product;

9.
will not publicly display the information contained in the Unaccepted Action
Data on the Internet; and

10.
will notify Camsperformance Affiliate Network as soon as it learns of any
actual or suspected unauthorized use of or access to the information contained
in the Unaccepted Action Data and provide reasonable assistance to
Camsperformance Affiliate Network in the investigation and prosecution of any such
unauthorized use or disclosure.

9. Term/Termination

The Agreement shall continue for the term set forth in any underlying IO, provided
that either party may terminate the Agreement and/or any IO at any time, upon
five (5) business days’ prior written notice. Upon termination or expiration of
the Agreement for any reason:

1.
Advertiser will pay Camsperformance Affiliate Network all amounts then due and
owing as of the termination date within thirty (30) days as set forth in
Section 7 hereinabove;

2.
any and all licenses and rights granted to either party in connection with the
Agreement shall immediately cease and terminate; and

3.
any and all Confidential Information or proprietary information of either party
that is in the other party’s possession or control must be immediately returned
or destroyed. Notwithstanding any termination of the Agreement, any provisions
of the Agreement that may reasonably be expected to survive termination of the
Agreement, shall survive and remain in effect in accordance with their terms.

10. Warranty/Limitation of Liability

THE CAMSPERFORMANCE Affiliate Network, SERVICES, CAMSPERFORMANCE Affiliate
Network ADS, AD GUIDELINES, ACTIONS AND AD CODES PROVIDED BY CAMSPERFORMANCE
Affiliate Network UNDER THE AGREEMENT AND/OR ANY APPLICABLE IO ARE SUPPLIED ON
AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT
OF THE LAW, CAMSPERFORMANCE Affiliate Network MAKES NO WARRANTIES (INCLUDING
IMPLIED WARRANTIES OF PURPOSE AND NON-INFRINGEMENT), GUARANTEES,
REPRESENTATIONS, EXPRESS, IMPLIED, ORAL OR OTHERWISE. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, CAMSPERFORMANCE Affiliate Network DOES NOT
WARRANT OR GUARANTY ACTIONS, CONVERSION RATES AND/OR RESPONSE RATES. THE
CAMSPERFORMANCE Affiliate Network, SERVICES, CAMSPERFORMANCE Affiliate Network
ADS, AD GUIDELINES, ACTIONS AND/OR AD CODES MAY CONTAIN BUGS, ERRORS, PROBLEMS
OR OTHER LIMITATIONS. CAMSPERFORMANCE Affiliate Network HAS NO LIABILITY,
WHATSOEVER, TO ADVERTISER OR ANY THIRD PARTY, FOR ANY OTHER PARTY’S SECURITY
METHODS AND PRIVACY PROTECTION PROCEDURES AND CAMSPERFORMANCE Affiliate
Network DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT ANY OTHER
PARTY’S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES WILL BE
UNINTERRUPTED OR ERROR-FREE. CAMSPERFORMANCE Affiliate Network HAS NO
LIABILITY FOR ADVERTISER’S USE OF, OR INABILITY TO USE, THE AD GUIDELINES OR APPLICABLE
ACTIONS AND CAMSPERFORMANCE Affiliate Network DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS AND/OR IMPLIED, THAT ADVERTISER’S USE OF THE
CAMSPERFORMANCE Affiliate Network, SERVICES, CAMSPERFORMANCE Affiliate Network
ADS, AD GUIDELINES AND/OR ACTIONS WILL BE UNINTERRUPTED OR ERROR-FREE.
CAMSPERFORMANCE Affiliate Network MAKES NO GUARANTEES, AND ACCEPTS NO RESULTING
LIABILITY, FOR FAILURE TO MEET SCHEDULED DELIVERY DATES. IN NO EVENT SHALL
CAMSPERFORMANCE Affiliate Network BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL,
PUNITIVE OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUE
OR PROFITS, EVEN IF CAMSPERFORMANCE Affiliate Network HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. CAMSPERFORMANCE Affiliate Network WILL NOT BE LIABLE,
OR CONSIDERED IN BREACH OF THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO
PERFORM UNDER THE AGREEMENT AND/OR ANY IO AS A RESULT OF CAUSES OR CONDITIONS
THAT ARE BEYOND CAMSPERFORMANCE Affiliate Network’S CONTROL. NOTWITHSTANDING
ANYTHING CONTAINED HEREIN TO THE CONTRARY, CAMSPERFORMANCE Affiliate Network’S
LIABILITY UNDER ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNTS PAID TO
CAMSPERFORMANCEAffiliate Network BY ADVERTISER DURING THE PRIOR SIX (6) MONTH
PERIOD PURSUANT TO THE AGREEMENT. CAMSPERFORMANCE Affiliate Network SHALL NOT
BE HELD LIABLE OR RESPONSIBLE FOR ANY ACTIONS OR INACTIONS OF PUBLISHERS AND/OR
AFFILIATES.

11. Representation and Warranties

Advertiser represents and warrants that:

1.
it has the power and authority to enter into and perform its obligations under
the Agreement;

2.
at all times, the Ads (and their transmission), the Advertiser Products, any
Advertiser website linked to from the Ads and Advertiser itself will comply
with all applicable foreign, federal, state or local laws, rules, regulations
and ordinances including, without limitation, the Gramm-Leach Bliley Act, the
Fair Credit Reporting Act, the Federal Trade Commission Act, CAN-SPAM, the
Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, the
Federal Communications Act, and all rules and regulations promulgated under any
of the foregoing, as well as all applicable state laws including, without
limitation, the California Financial Privacy Act and the Vermont Consumer
Protection Act, and all rules and regulations promulgated under such state laws
(collectively, “Laws”);

3.
it owns and/or has any and all rights to permit the use of the Advertiser Ads
and, where approved, Camsperformance Affiliate Network Ads, by
Camsperformance Affiliate Network, its Publishers and Affiliates, as contemplated
by the Agreement;

4.
at all times, the Ads (and their transmission), the Advertiser Products, any
Advertiser website linked to from the Ads and Advertiser itself will not
violate any applicable rights of any third party including, but not limited to,
infringement or misappropriation of any copyright, patent, trademark, trade
secret or other proprietary, property or other intellectual property right;

5.
it will not disable “back” browser functionality to prohibit
end-users from returning to the website from which the Ad was selected, if
applicable;

6.
Advertiser has a reasonable basis for any and all claims made within the Ads
and possesses appropriate documentation to substantiate such claims;

7.
for CPA and Leads Campaigns, the Ads, and/or the landing page from each Ad
where an Action is completed (for example, Advertiser’s website page where an
end-user is directed when such end-user clicks on the Ad, fills in a
registration form or takes a similar action in connection with the Ad) contains
a prominent link to Advertiser’s privacy policy, which policy provides, at a
minimum, adequate notice, disclosure and choices to end users regarding
Advertiser’s use, collection and disclosure of their personal information;

8.
Advertiser shall fulfill all commitments made in the Ads;

9.
no Ad is targeted to end-users under the age of eighteen (18);

10.
prior to loading any computer program onto an individual’s computer including,
without limitation, programs commonly referred to as adware and/or spyware, but
excluding cookies (provided that cookies are disclosed in Advertiser’s privacy
policy and end-users are instructed on how to disable such cookies), Advertiser
shall provide clear and conspicuous notice to, and shall obtain the express
consent of, such individual to install such computer program;

11.
the Ads, Advertiser Products, any Advertiser website linked to from the Ads do
not:

12.
contain any misrepresentations or content that is defamatory;

13.
contain content that is violent, obscene, offensive, including content that
contains nudity or implied nudity or content that is morally or ethically
offensive or sexually suggestive;

14.
promote or support gambling or sweepstakes or contests; or

15.
contain any “worm,” “virus” or other device that could
impair or injure any person or entity;

16.
Advertiser is not, nor is Advertiser acting on behalf of any person or entity
that is, prohibited from engaging in transactions with U.S. citizens, nationals
or entities under applicable U.S. law and regulation including, but not limited
to, regulations issued by the U.S. Office of Foreign Assets Control
(“OFAC”); and (m) Advertiser is not, nor is Advertiser acting on
behalf of any person or entity that is, a Specially Designated National
(“SDN”), as OFAC may so designate from time to time.

12. Indemnification

Advertiser
shall irrevocably defend, indemnify and hold Camsperformance Affiliate
Network, its Publishers, Affiliates and each of their respective employees,
officers, directors, members, managers, shareholders, contractors and agents
harmless from and against any and all liability, loss, damage or expense
(including, without limitation, reasonable attorneys’ fees, costs and expenses)
arising out of or related to any allegation, claim or cause of action,
involving:

1.
Advertiser’s breach of the Agreement, any and all applicable IO(s) or any
representation or warranty contained therein;

2.
the Ads, Advertiser Products and/or Advertiser websites; and/or

3.
any claim that Camsperformance Affiliate Network is obligated to pay any taxes
in connection with Advertiser’s participation hereunder.

13. Confidentiality

For purposes of the Agreement, “Confidential Information” shall mean all
data and information, of a confidential nature or otherwise, disclosed during
the term of the Agreement by one party (“Disclosing Party”) to the
other party (“Receiving Party”), as well as information that the
Receiving Party knows or should know that the Disclosing Party regards as confidential
including, but not limited to:

1. a
party’s business plans, strategies, know how, marketing plans, suppliers,
sources of materials, finances, business relationships, personally identifiable
end-user information, pricing, technology, employees, trade secrets and other
non-public or proprietary information whether written, oral, recorded on tapes
or in any other media or format;

2.
the material terms of the Agreement and/or any associated IO(s);

3.
with respect to Camsperformance Affiliate Network, the Unaccepted Action Data
and suppression lists; and

4.
any information marked or designated by the Disclosing Party as confidential.
The Receiving Party agrees to hold all Confidential Information in trust and
confidence and, except as may be authorized by the Disclosing Party in writing,
shall not use such Confidential Information for any purpose other than as
expressly set forth in the Agreement or disclose any Confidential Information
to any person, company or entity, except to those of its employees and
professional advisers:

5.
who need to know such information in order for the Receiving Party to perform
its obligations hereunder; and

6.
who have entered into a confidentiality agreement with the Receiving Party with
terms at least as restrictive as those set forth herein. Confidential
information shall not include any information that the Receiving Party can
verify with substantial proof that:

7.
is generally available to or known to the public through no wrongful act of the
receiving party;

8.
was independently developed by the Receiving Party without the use of
Confidential Information; or

9.
was disclosed to the Receiving Party by a third party legally in possession of
such Confidential Information and under no obligation of confidentiality to the
Disclosing Party. The Receiving Party agrees that monetary damages for breach
of confidentiality may not be adequate and that the disclosing party shall be
further entitled to injunctive relief, without the requirement to post bond.

14. Non-Circumvention

Advertiser recognizes that Camsperformance Affiliate Network has proprietary
relationships with its Publishers and Affiliates. Advertiser agrees not to
circumvent Camsperformance Affiliate Network’s relationship with such
Publishers and Affiliates, or to otherwise solicit, purchase, contract for or
obtain services similar to the Services performed by Camsperformance Affiliate
Network hereunder from any Publisher and/or Affiliate that is known, or should
reasonably be known, by Advertiser to have such a relationship with
Camsperformance Affiliate Network, during the term of the Agreement and for six (6)
months following termination or expiration of the Agreement. Notwithstanding
the foregoing, to the extent that Advertiser can show that any such Publishers
and Affiliates already provided such services to Advertiser prior to the date
of the first IO executed by the parties, then Advertiser shall not be
prohibited from continuing such relationship. Advertiser agrees that monetary
damages for its breach, or threatened breach, of this Section 14 will not be
adequate and that Camsperformance Affiliate Network shall be entitled to:

1.
injunctive relief (including temporary and preliminary relief) without the
requirement to post a bond;.

2.
liquidated damages from Advertiser in the amount equal to one hundred percent
(100%) of the fees paid by Advertiser to the subject Publisher and/or
Affiliate, as applicable, for the prior twelve (12) month period; and

3.
any and all other remedies available to Camsperformance Affiliate Network at
law or in equity.

15. Force Majeure

Other than with respect to payment obligations arising hereunder, neither party will
be liable, or be considered to be in breach of this Agreement, on account of
such party’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 such party’s
reasonable control and that such party 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, Internet or
Affiliate Network failure, results of vandalism or computer hacking, storm or
other natural occurrences, national emergencies, acts of terrorism,
insurrections, riots, wars, strikes or other labor difficulties, or any act or
omission of any other person or entity, the affected party will give the other
party notice and will use commercially reasonable efforts to minimize the
impact of any such event.

16. Miscellaneous

Assignment. Neither party may assign, transfer or delegate any of its rights or obligations
under the Agreement or any IO without the prior written consent of the other
party, and any attempts to do so shall be null and void; provided, however,
that either party may assign the Agreement, any IO or any portion
hereof/thereof, to:

1.
an acquirer of all or substantially all of such party’s equity, business or
assets;

2. a
successor in interest whether by merger, reorganization or otherwise; or

3.
any entity controlling or under common control with such party.

4.
Choice of Law/Venue. The Agreement shall be construed in accordance with and
governed by the laws of the State of New York. In the event that any suit,
action or other legal proceeding shall be instituted against either party in
connection with the Agreement, each hereby submits to the jurisdiction of
either the United States District Court for the Southern District of New York
or any New York State court of competent jurisdiction, located in New York County,
and further agrees to comply with all the requirements necessary to give such
court jurisdiction.

5.
Modification. The Agreement, any exhibits attached hereto and any and all
applicable IO(s) represent the complete and entire expression of the agreement between
the parties, and shall supersede any and all other agreements, whether written
or oral, between the parties. The Agreement, any exhibits attached hereto and
any and all applicable IO(s) may be amended only by a written agreement
executed by an authorized representative of each party. To the extent that
anything in or associated with any IO is in conflict or inconsistent with the
Agreement, the IO shall take precedence.

6.
Non-Waiver/Severability. No waiver of any breach of any provision of the Agreement
shall constitute a waiver of any prior, concurrent or subsequent breach of the
same or any other provisions hereof, and no waiver shall be effective unless
made in writing and signed by an authorized representative of the waiving
party. If any provision contained in the Agreement is determined to be invalid,
illegal or unenforceable in any respect under any applicable law, then such
provision will be severed and replaced with a new provision that most closely
reflects the real intention of the parties, and the remaining provisions of the
Agreement will remain in full force and effect.

7.
Relationship of the Parties. The parties hereto are independent contractors.
There is no relationship of partnership, agency, employment, franchise or joint
venture between the parties. Neither party has the authority to bind the other,
or incur any obligation on its behalf; provided, however, that Camsperformance
Affiliate Network acts as a limited agent of Advertiser for the sole purpose of
performing the Services set forth in applicable IO(s).

IN WITNESS WHEREOF, Camsperformance Affiliate Network and Advertiser have caused
this Advertiser Agreement to be executed by their duly authorized
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