SponsorWorks.net Affiliate Agreement

Affiliate Program Agreement

Read this carefully before submitting the application (the "Application") for participation in the SponsorWorks.net® Affiliate Program (the "Program"). This is a binding agreement (the "Agreement") between the individual or entity submitting the Application ("You" and "Your"and "Affiliate") and SponsorWorks.net ("SWN"). By completing an Affiliate Program Application and clicking on the "Accept" button , you agree to be bound by the terms of this Agreement.

1. Enrollment in the Program. By submitting the Application You are expressing Your desire to participate in the Program through which You may promote certain SWN services and are compensated for the number of qualified individuals that use such services as a direct result of Your promotion. As part of the Application You must submit the principal URL of Your Web site ("Your Web Site") upon which You desire to place the SWN Graphics (as defined in Section 2). Additionally, You represent and warrant that: (i) the information submitted in the Application is truthful and accurate; (ii) the person submitting the Application is at least 18 years old; (iii) in the event You are an entity, the person submitting the Application has the full right, power and authority to enter into this Agreement on behalf of such entity; and (iv) the execution of this Agreement by You, and the performance by You of Your obligations and duties hereunder, do not and will not violate any agreement to which You are a party or by which You are otherwise bound. You acknowledge that SWN makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in this Agreement. SWN will evaluate the Application and will notify You of SWN's acceptance or rejection of the Application in a timely manner. SWN may reject the Application if Your Web Site is deemed in SWN's sole discretion to be unsuitable for the Program.

2. Use of SWN Links on Your Site. In the event Your Application is accepted by SWN, You may use (to the extent provided in Section 4 below) the electronic graphic artwork and corresponding links ("Links") to the SWN brand commercial online service ("SWN Service") including the special promotion identifier and all HTML thereto ("SWN Graphics") available at http://www.SponsorWorks.net ("Reporting Site") as necessary to participate in the Program. SWN will provide the HTML for such Links at the Reporting Site, including a special promotion identifier that will make possible tracking and reporting of all fully submitted Leads (as defined in Section 5) acquired through Your Web Site. It is Your responsibility to integrate the SWN Graphics into Your Web Site properly in accordance with the instructions available at the Reporting Site, and SWN shall not be liable to You with respect to Your failure to integrate properly the SWN Graphics into Your Web Site. You agree not to modify any SWN Graphics in any way without the prior written permission of SWN. You may only display the SWN Graphics on Your Web Site, and if You have Web sites other than Your Web Site, You must submit an Application and accept and agree to the terms of this Agreement for each such Web site to display the SWN Graphics on such Web site. You may not transmit "interstitial advertising" to users as they link from Your Web Site to the SWN Web Site, or otherwise interrupt such link through the use of any intermediate screen or device, including without limitation the use of an HTML pop-up window. Without limiting the foregoing, You shall not promote or otherwise announce the availability of the SWN Graphics or promote the SWN Service anywhere other than within Your Web Site or in opt-in email campaigns or newsletters.

3. Your Web Site. You are solely responsible for, and SWN hereby disclaims all liability for, the development, operation and maintenance of, and all costs associated with, Your Web Site, any content thereon and any equipment therefore. You hereby agree that Your Web Site shall not, in any way, copy or resemble the look and feel of, or create the impression that it is part of the SWN Service.

4. Limited License to Use SWN Graphics. SWN hereby grants to You a nonexclusive, revocable license to display on Your Web Site and in opt-in email campaigns and newsletters the SWN Graphics solely as necessary for, and for the purpose of, promoting the SWN Service associated with the SWN Graphics as set forth at the Reporting Site and identifying You as a participant in the Program. To the extent that SWN Graphics contain SWN's trademarks, service marks or trade names, You shall not use such marks in a manner that might be deemed to create a unitary composite mark. You also agree not to use the SWN Graphics in a manner that is, or otherwise include materials on Your Web Site that are, disparaging of SWN or any third party. SWN reserves all proprietary rights in and to the SWN Graphics not expressly granted herein. You agree this license can be revoked at any time for any or no reason upon notice by SWN to You (regardless of termination of this Agreement) and You agree upon receipt of such notice immediately to cease using all SWN Graphics.

5. Referral Compensation. On a quarterly basis, within ninety (90) days after the end of each quarter, SWN agrees to pay You a marketing referral fee (the "Referral Fee"), as described below, each time a unique customer ("Customer") who, after having used the SWN Links on Your Web Site, or Your Sub-Affiliates' sites, fully submits the required fields for a particular Type of SWN Service with valid information and subscribes to a paid SWN service plan. SWN will continue to pay said fee for each quarter the referral maintains their paid subscription.

a.) Valid Information: To the best of Your knowledge (1) each referral is competent and had full legal capacity to request SWN's services at the time they completed the request form; (2) No referral has been obtained by fraud or fraudulent representations; (3) the information provided is complete and true; (4) none of referrals are deceased.

The Referral compensation for the following Type(s) of SWN Services is as follows:

Referrals who subscribe to a Free SWN service plan

Affiliate's Plan	Action	Commission
Free	Referral Free Signup	20% of impressions
Paid	Referral Free Signup	25% of impressions
All	Referral Free plan ad sale	5% of sale
All	Sub-affiliate Free plan signup	5% of impressions

Referrals who subscribe to paid plans

Affiliate's Plan	Action	Commission
Free	Referral Paid Signup	20% of sale
Paid	Referral Paid Signup	25% of sale
All	Referral Paid plan ad sale	5% of sale
All	Sub-affiliate paid plan signup	5% of sale

If during any quarter the Referral Fees due You are less than forty ($40), SWN will defer payment until the Referral Fees accrued during a quarter are at least forty ($40), or (if earlier) until the Agreement is terminated. Upon earning Referral Fees in excess of forty ($40) during a quarter, SWN will send deposit into Affiliates Paypal account all Referral Fees due and owing, including the Referral Fees for the prior quarter or quarters during which the Referral Fees did not exceed forty ($40).

For the purposes of this Agreement, Subscriber means a Customer who (i) directly accesses the SWN Web Site from Your Web Site using the Links, and (ii) registers with SWN using a unique e-mail address, telephone number and name not previously received by SWN AND subscribes to paid SWN service plan. We attribute a Customer to the affiliate it was first associated with.

SWN, in its sole discretion, may choose to offer You a higher Referral Fee for a particular period of time or for particular types of services offered by SWN. SWN will either provide You notice of such higher Referral Fee to the e-mail address in Your Application or will post notice of such higher Referral Fee on the Reporting Site. You acknowledge that SWN may offer a Referral Fee to other participants in the Program that is higher than the Referral Fee You receive. Nothing in the foregoing shall limit SWN's ability to lower the Referral Fee in accordance with Section 7.

6. Reporting. SWN, will provide You with access to a password-protected site to view reports summarizing Your Web Site activity. The form and content of the reports may vary from time to time at SWN's discretion. To permit accurate tracking, reporting, and Referral Fee accrual, You must ensure that the Links between Your Web Site and the SWN Web Site are properly formatted. Failure to properly format and use the Links may result in a reduction of the amounts, which would otherwise be paid to You pursuant to the terms hereof, or the termination of this agreement.

You will not receive and/or have access to any personally identifiable consumer information that may be collected through the Program. SWN agrees that personally identifiable information will be collected pursuant to a privacy policy that is substantially similar to the privacy policy posted on the SWN Web Site, as it may be amended from time to time.

7. Modification of This Agreement. SWN may modify any terms and conditions in this Agreement, including any amounts payable as Referral Fees under Section 5, at any time in its sole discretion by posting a notice or a new Agreement on the Reporting Site, but such new Agreement shall be effective no sooner than five (5) days after such notice or new Agreement is posted on the Reporting Site. YOUR SOLE REMEDY AND RECOURSE IN THE EVENT ANY SUCH MODIFICATION IS UNACCEPTABLE TO YOU IS TO TERMINATE THIS AGREEMENT, PROVIDED THAT SWN SHALL PAY TO YOU ALL AMOUNTS DUE TO YOU PRIOR TO YOUR TERMINATION IN ACCORDANCE WITH SECTION 11.1. Notwithstanding the five (5) day notice period for termination provided in Section 9, such termination by You in the event of a modification shall be effective immediately upon receipt by SWN of notice thereof. Your continued participation in the Program after such five (5) day period has passed shall constitute acceptance of the modifications.

8. Press Releases; Publicity. You may not announce Your use of the SWN Graphics on Your Web site unless You first receive SWN's prior written approval of such announcement. SWN may announce Your use of the SWN Graphics on Your Web Site in its sole discretion.

9. Term and Termination. This Agreement shall be effective on the date SWN accepts the Application and shall continue until either party terminates this Agreement as set forth herein (the "Term"). Either party may terminate this Agreement at any time for any or no reason upon five (5) days notice. SWN shall notify You of such termination by sending you an e-mail on the e-mail address set forth on Your Application, or by posting a notice on the Reporting Site. You shall notify SWN of such termination by sending an e-mail to affiliates@SponsorWorks.net .

Notwithstanding the foregoing, SWN may terminate this Agreement immediately if You breach this Agreement or if Your Web Site is deemed in SWN's sole discretion to be unsuitable for the Program.

10. Limitation of Liability; Disclaimer; Indemnification.

10.1 Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, "DAMAGES"); PROVIDED THAT YOU SHALL REMAIN LIABLE TO SWN TO THE EXTENT ANY DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 10.3. IN NO EVENT SHALL THE LIABILITY OF SWN IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES NOT EXCLUDED IN THE IMMEDIATELY PRECEDING SENTENCE EXCEED THE AMOUNT PAID OR PAYABLE BY SWN TO YOU UNDER THIS AGREEMENT.

10.2 No Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. ADDITIONALLY, ALL OF SWN'S AND ITS AFFILIATE'S WEB SITES, THE SWN GRAPHICS, THE PROPRIETARY SOFTWARE USED TO CONNECT TO AND USE THE U.S. VERSION OF THE SWN SERVICE ("SWN SOFTWARE"), AND THE SWN SERVICE (COLLECTIVELY, "SUBJECT MATTER") ARE PROVIDED "AS IS" AND "AS AVAILABLE."

10.3 Indemnification. You agree to defend, indemnify and hold harmless SWN, its subsidiaries and affiliates, and their respective officers, directors, stockholders, agents, distributors and employees against any loss, damage, expense, or cost, including reasonable attorneys fees (including allocated costs for in-house legal services) arising out of any claim, demand, action, suit, investigation, arbitration or other proceeding by a third party ("Liabilities") based on (i) Your material breach of any covenant, duty, representation, or warranty of this Agreement, (ii) materials contained on Your Web Site (including any allegation that such materials infringe a third party's proprietary rights).

11. Miscellaneous.

11.1 Survival. Sections 10 (Limitation of Liability; Disclaimer; Indemnification) 11.1 (Survival), 11.2 (Applicable Law; Jurisdiction) and 11.4 (No Waiver) shall survive the expiration or termination of this Agreement. Additionally, to the extent this Agreement is not terminated as a result of fraud or inappropriate conduct by You or otherwise as a result of Your breach of this Agreement, the payment obligations set forth in Section 5 (Referral Fees) shall survive to the extent that SWN owes You Referral Fees earned prior to the date of termination.

11.2 Applicable Law; Jurisdiction. This Agreement will be interpreted, construed, enforced, and governed by the laws of the United States and the State of Rhode Island. Any action relating to this Agreement must be brought in the federal or state courts located in Providence County, Rhode Island, and You irrevocably consent to the jurisdiction of such courts.

11.3 Unsolicited E-Mail. You agree that You will not send unsolicited, commercial e-mail (i.e., "spam") to any persons or entities ("Recipients") absent a Prior Business Relationship. For purposes of this Agreement, a "Prior Business Relationship" will mean that the Recipient has voluntarily either (i) engaged in a transaction with You other than through an SWN Graphic or Link provided on Your Web Site or (ii) provided information to You through a contest, registration, or other communication, which included clear notice to the Recipient that the information provided could result in commercial e-mail being sent to that Recipient by You or Your agents. Any commercial e-mail or other online communications that are otherwise permitted hereunder shall include a prominent and easy means for the Recipient to "opt-out" of receiving any future commercial communications from You.

11.4 No Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement will 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.

11.5 Assignment. You shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of SWN. Subject to this restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

11.6 Injunctive Relief; Remedies. You acknowledge a violation of this Agreement could cause irreparable harm to SWN for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore agree that SWN will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of this Agreement. Except where otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity.

11.7 Acknowledgment. You acknowledge that You have read this Agreement and agreed to all the terms and conditions. You understand that SWN may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement, and SWN and its affiliates and subsidiaries may operate Web sites that compete with Your Web Site.