This Agreement contains the complete terms and conditions that apply to your participation as a member of the CleverBucks Affiliate Program (the “Program”) operated by Clever Innovations, LLC (hereinafter, “COMPANY”, “we” or “us). As used in this Agreement, “you” or “your” means the applicant/participating member.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY CREATING AN ACCOUNT WITH THIS COMPANY YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.

1. Program Enrollment. To begin the enrollment process, you will submit a completed application through our website: http://www.CleverBucks.com. In order to enroll and participate in the Affiliate Program, you must be over the age of eighteen (18) years, or over the age of majority if you reside and/or conduct business in states, provinces or countries where the age of majority is greater than eighteen (18) years. You may not participate in the Affiliate Program in any way if you are not of the age of majority in the state, province or country where you reside and/or conduct business. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if, in our sole discretion, we determine that your site(s) are unsuitable for the Program for any reason. Our reasons may include, but are not limited to, that we believe your site(s) incorporate images or content that are unlawful, defamatory, obscene, harassing or otherwise objectionable. We may also reject your application if we believe your site(s) facilitate illegal activity, promote violence or promote or assist others in promoting copyright infringement or if you provide incomplete and/or inaccurate information on your submitted application.

2. Utilizing Links on Your Site. As an affiliate website of COMPANY (“Affiliate Site”), you may use any form of promotion you choose, consistent with the terms of this Agreement. You may use banner advertisements, button links and/or text links to our site (the “Links”), however, you cannot employ deceptive language or misleading URL’s in the Links. Allowable promotional links may contain COMPANY’s trade names, service marks, and/or logos for display on your Affiliate Site. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, nontransferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site for the sole and exclusive purpose of promoting websites owned, operated or controlled by COMPANY. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.

3. Responsibility for Your Site. While we will review your site(s) for suitability in the Affiliate Program, you will be solely responsible for the development, operation and maintenance of your site(s) and for all materials that appear on your site(s). We shall have no responsibility for the development, operation and maintenance of your site(s) and for any materials that appear on your site(s). You shall also be responsible for ensuring that materials posted on your site(s) do not violate or infringe upon any laws including, but not limited to, 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site(s) are not libelous or otherwise illegal (including depiction of actual, implied or simulated bestiality, rape, incest, child pornography, or any other content deemed inappropriate or illegal). You must have express permission to use another party's copyrighted or otherwise proprietary material. We will not be responsible if you use another party's copyrighted or otherwise proprietary material in violation of the law. Other Grounds for Termination In addition to the foregoing, we will immediately terminate your participation in the Affiliate Program if we believe you have engaged in any of the following:

(a) Altering by electronic, mechanical or automated means or other technologies, that may now exist or come into existence, the CleverBucks webmaster affiliate code or CleverBucks site URLs belonging to or identified with accounts other than your own, or causing the modification or substitution of CleverBucks webmaster affiliate code or CleverBucks site URLs belonging to or identified with accounts other than your own that may reside within or originate from a third party system in the form of bookmarks, cached pages, cookies or other stored forms that may be passed to the CleverBucks and/or the system(s) operated by the owners of CleverBucks approved paysites by user operation of said third party system

(b) Any form of Spamming including, but not limited to unsolicited email, IRC postings, newsgroups, and/or instant messaging clients;

(c) Publishing, transferring, reassigning, disclosing, distributing, or permitting any other person to use your CleverBucks account;

(d) Providing inaccurate or incomplete information to COMPANY concerning your identity, bank account, address or other required information;

(e) Attempts to cheat, defraud or mislead us in any way;

(f) Misrepresenting to the public the terms and conditions of the CleverBucks approved websites or your site(s);

(g) Promotion of CleverBucks or CleverBucks approved websites on password sites, MP3 sites or Warez sites;

(h) Owning or operating a website in connection with a person who is under eighteen (18) years of age; and/or under the age of majority in states, provinces or countries where the age of majority is greater than eighteen (18) years;

(i) Inclusion of stolen or unauthorized content on your site(s); and

(j) Operating from a foreign country from which COMPANY will not accept accounts including, but not limited to:
Afganistan, Albania, Armenia, Azerbaijan, Belarus, Bulgaria, China, Columbia, Costa Rica, Croatia, Estonia, Georgia, Hong Kong, Hungary, India, Iran, Iraq, Israel, Indonesia, Jordan, Kaliningrad, Kazakhstan, Korea (North and South), Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Malaysia, Moldova, Pakistan, Philippines, Poland, Romania, Russia, Singapore, Slovakia, Slovenia, Sudan, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, Yemen, and Yugoslavia. Accounts being opened under these countries are subject to immediate termination unless you make an attempt to contact us and issue references to vouche for you as an affiliate.

IN SHORT, WE EXPECT – INDEED, DEMAND – THAT YOU ACT WITH THE HIGHEST ETHICAL STANDARDS UNDER THIS AGREEMENT

4. Child Pornography. We are especially adamant that no sites associated in any way with the Affiliate Program contain child pornography. We maintain a zero tolerance policy towards anything related to child pornography. Not only do we prohibit images or content which depict or insinuate sexual images of persons under the age of eighteen (18), we also prohibit words which may insinuate sexual images of persons under the age of eighteen (18). If we determine that you have violated the COMPANY's zero tolerance policy against child pornography, your membership in the Affiliate Program will be terminated immediately and you will forfeit all monies otherwise due to you. You will also be reported to the proper authorities and prosecuted to the fullest extent of the law.

5. Bulk E-Mailings. Webmasters may promote CleverBucks approved paysites, and related products through the transmission of bulk e-mail. Webmasters may not promote the above programs and related products through the transmission of unsolicited bulk e-mail (UBE). If you chose to transmit bulk e-mail, you must have an existing and provable relationship between the e-mail recipient and the sender. You, or the sender of the bulk e-mail, must have obtained the recipients e-mail address through a verifiable opt-in procedure. If we receive a complaint from a person who received a promotional e-mail from you, we will require that you demonstrate to us that the recipient did not receive UBE from you or someone transmitting the e-mail on your behalf. Failure to demonstrate this will result in your termination from the Affiliate Program. Use of outright illegal SPAM will lead to the immediate termination of your account and forfeiture of all monies earned.

The following acts are also strictly prohibited and your participation in the CleverBucks Program will be terminated if you engage in them:

(a) You may not transmit e-mail that makes use of or contains invalid or forged headers, invalid or non-existing domain names or other means of deceptive addressing;

(b)You may not transmit e-mail that is relayed from any third party’s mail servers without the permission of that third party or which employs similar techniques to hide or obscure the source of the e-mail.

(c)You may not harvest or collect screen names from any Internet service provider (ISP) for the purpose of sending unsolicited e-mail.
Many ISPs, such as America On Line, Inc. (AOL), have policies and procedures relating to mass mailings to their members. We suggest you familiarize yourself with such policies and abide by them. AOL’s policy can be found at www.aol.com/info/bulkemail.html

6. Term of the Agreements. The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by email, to your email address in our records, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

7. Commission Payment. Commissions due and owing to you under the Program will be paid to you directly by us on a bimonthly basis in arrears. Payments due and owing to you for a pay period of less than $100.00 will be rolled over into subsequent payment periods until at least $100.00 is reached, at which time you will receive payment. Payments will be in the form of a check in US dollars payable to you, as identified in your application, and will be mailed to the street address indicated in your application. You may request and receive payment via bank wire transfer, provided, you pay the costs associated with the wire. If you dispute the manner or amount of calculation of your commission with regard to any given payment period, you must inform COMPANY within sixty (60) days of said payment, otherwise you are deemed to have waived your right to challenge said payment calculation.

8. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by email, to your address in our records, or notice posted on our site, is considered sufficient notice to you of a change to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of modifications or a new agreement on our site, will constitute your binding acceptance of the change in terms and conditions.

9. Relationship of Parties. You and COMPANY are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site(s) or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the COMPANY and COMPANY expressly disclaims responsibility for any conduct by you in violation of the terms of this Agreement.

10. Limitation of Liability. We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

11. Representations and Warranties. You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms. You further represent and warrant that the execution, delivery and performance by you of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons, and neither violate nor constitute a default under:

(a) The provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or

(b) The terms of any other agreement, document or instrument applicable to you or binding upon you.

Should any law enforcement agency, Internet service provider or other person or entity provide COMPANY with notice that you have engaged in transmission of unsolicited emails or have engaged in otherwise unlawful conduct or conduct in violation of Internet service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information.

12. No Representations Of Success Or Profitability. You hereby confirm and acknowledge that you have unilaterally decided to enter an Internet service business and acknowledge that it is a high risk business. You expressly acknowledge and agree that the success any of its business endeavors which involve Your participation in the Program pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of advertising and promotion, your administrative capabilities, etc., and that the ultimate success or failure of your business rests with you and not ADMINISTRATOR. You further expressly agree not to raise any claim of any kind against ADMINISTRATOR or any of its licensees and you agree to hold ADMINISTRATOR harmless from any claim of loss to you directly or indirectly resulting from your decision to participate in the Program pursuant to this Agreement. You further confirm, acknowledge and expressly agree that neither ADMINISTRATOR, any agent, licensee or representative of ADMINISTRATOR, nor any other person has at any time in the past, represented to you or has otherwise directly or indirectly communicated in any manner to you any guarantee, reassurance or any other communication of any kind regarding:

(a) The potential profitability or likelihood of success of Your participation in the Program as set forth in this Agreement or otherwise;

(b) The possibility or likelihood that use of any products and/or services provided by ADMINISTRATOR pursuant to this Agreement can or will result in the recoupment of any funds expended by you for the promotion of your Website or any other purpose; or

(c) The existence, nonexistence, size or any other characteristics of any market for any products or services which involve your participation in the Program pursuant to this Agreement.

13. Legal Requirement. If you reside in the U.S. or its territories, you are required to complete a W9 form with the correct information and enter a Federal Tax ID or Social Security Number or we will be forced to withhold tax as required by law. We will register a 1099 for all U.S. domestic entities to which we issue combined yearly payments of $600.00 or more. Failure to provide this information will cause your payment to be delayed or withheld.

14. Fraudulent Activity. If we find that you have cheated in any Program, including other webmaster affiliate programs not operated by Company, we reserve the right in our sole and absolute discretion to cancel your participation in any and all Programs, at any time, without prior notification, and you will not be paid for any of the Programs in which you have participated or allowed back into any of our Programs. You acknowledge and agree that Company shall have the right to deny or withhold payment from you and to terminate you from the Program if there has been an abnormal number of chargebacks or cancellations of memberships or subscriptions which have been referred to Company's web sites through your web site. You further acknowledge and agree that Company shall have the right, in its sole and exclusive judgment, to determine what constitutes an abnormal number of chargebacks or cancellations of memberships or subscriptions. You, the Webmaster, also acknowledge and agree that you shall not be entitled to a commission or referral fee from COMPANY for any subscription, which COMPANY in its sole and exclusive discretion determines, is the result of possible fraudulent activity. You further acknowledge and agree that COMPANY shall have the right, in its sole and exclusive discretion, and at any time, to expand or modify what it determines to constitute possible fraudulent activity. Without limiting the foregoing, possible fraudulent activity shall include, but not be limited to, the following circumstances or activities:

(a) Where the subscriber has used, or attempts to use, a credit card number which is in a negative data base;

(b) Where there are multiple subscriptions from a single IP address within a short period of time;

(c) Where there are sequential or multiple subscriptions under different names or variations of the same name, using the same credit card number, or sequential names or patterns of names, using different credit card numbers;

(d) Where there is a pattern of "bursting subscriptions" characterized by numerous subscriptions from a website in a relatively short time span (the "bursting period"), where there has been a history of few subscriptions from that website before, or after the bursting period.

(e) Where there has been an attempt to put through a credit card with a bin number that is listed in a negative bin number database;

(f) Where there have been sequential or multiple attempts to register or subscribe from a credit card, using the same bin number and sequential or multiple number strings to complete the credit card number.

15. Confidentiality. We may disclose to you certain information as a result of your participation in the Affiliate Program which we consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to:

(a) Any modifications to the terms and provisions of this Agreement made specifically for you or your site(s) and not generally available to other members of the Affiliate Program,

(b) Website, business, and financial information relating to COMPANY, and

(c) Customer and vendor lists relating to COMPANY and any members of the Affiliate Program other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose, except to the extent that any such information is generally known or available to the public or if disclosure is required by law or legal process.

16. No Monitoring Or Supervision Provided By Us. We shall not monitor, supervise or review, and shall not be responsible for any content appearing or otherwise distributed on, at or in association with your Website including any content which you have received from us. You assume the full and sole responsibility and liability for the decision to display or include content on your website, to distribute or make the content available to the viewers of your website in various geographical areas, and for all decisions relating to the manner in which you permit or restrict access to Your website.

17. Procedure Relating to Alleged or Actual Third Party Rights Infringement by a Participating Webmaster. Upon Company's receipt of a proper notice of alleged copyright, trademark, service mark or publicity rights violation by your participating website, COMPANY will notify You and ask that You provide written documentation of your right to use the allegedly infringing material in your website. That documentation must be:

(a) A license of the rights;

(b) Consent from the rights holder or their agent; or

(c) A written statement from you or your attorney (in either email or fax form) explaining your claim to have a lawful right, or a legal defense, to display the allegedly infringing material.

If You do provide COMPANY with appropriate rights documentation (a, b or c, above), COMPANY will forward that documentation to the rights holder or their agent, as appropriate. Should the rights holder/agent not be satisfied, COMPANY will provide the rights holder/agent with your contact information in order that they may contact you and pursue any remaining dispute with You directly.

If you fail to provide the COMPANY an appropriate written response (a, b or c, above), you will have ten (10) days from the date of Company's original notification to you to remove the complained of content. Should you fail to remove said content within ten days, the referring URL containing the complained of content will be blocked and any funds otherwise due and payable to you relating to the referring URL will be forfeited, UNTIL SUCH TIME AS YOU PROVIDE AN APPROPRIATE WRITTEN RESPONSE. You will also be placed in an "infringer" database, and should repeated complaints be made against you for rights violations, COMPANY has the right to permanently terminate you from the CleverBucks program.

18. Distributing Internet Viruses of Any Type or Other Destructive Activities. Distributing information regarding the creation of and sending Internet Viruses, worms, Trojan horses, pining, flooding, mailbombing, or denial of service attacks are strictly prohibited. Also, activities that disrupt the use of or interfere with the ability of others to effectively use the network or any connected network, system, service, or equipment is prohibited. Attempting to break, hack, cracking, or the use of any other method of unauthorized entry into COMPANY networks, computers, accounts, or system is strictly prohibited. Activities that are precursors to attempting unauthorized system penetration are prohibited. COMPANY takes all such activities extremely seriously and will execute all legal avenues within its power in order to punish any offenders that participate in such activities.

19. Test Joins. We do not pay for affiliate test joins. We have no problem when an affiliate tests an account by joining themselves. However, you must notify us by Email if you join one of our sites yourself in order to test the account. Please Email us the site, date and username you joined with, so we can cancel the join and payment. We will not pay on a join that we feel is a test join.

20. Indemnification. You hereby agree to indemnify, defend and hold harmless COMPANY, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "losses"), insofar as the losses (or actions in respect thereof) arise out of or are based on

(a) Any claim or threatened claim that our use of your trademark(s) infringes on the rights of any third party;

(b) The breach of any promise, covenant, representation or warranty made by you herein; or

(c) Or any claim related to your site(s).

21. All Provisions Of This Agreement Not Deemed Unenforceable Shall Survive Any Unenforceable Provisions. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

22. Involuntary Failure to Perform Duty. Either party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party, including, without limitation, acts of God, nature, any government agency(ies), war, civil disturbance, labor disputes or shortages, electrical or mechanical breakdowns, inability or refusal of a common carrier to provide communications capabilities, or any other cause beyond either party’s direct control, including but not limited to, the issuance of an order by any regulatory, administrative, judicial or legislative prohibiting or interfering with either party from carrying on its day-to-day operations as contemplated under this Agreement.

23. Disclaimers. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY COMPANY SERVICES, OR ITEMS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

IN ADDITION, WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY INFORMATION DELIVERED HEREUNDER, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENTS, WHETHER ARISING BY LAW, CUSTOM OR CONDUCT, OR AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION AND WE SHALL NOT HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON RESULTING FROM YOUR USE OR SUCH THIRD PERSON'S USE OF THE INFORMATION.

24. Miscellaneous. Terminated accounts cannot later apply to the Affiliate Program without our express written consent. This Agreement will be governed by the laws of the United States of America. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of, and shall be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

25. Review By Your Attorney. We strongly advise that you review this Agreement with your attorney before you enter into it. you acknowledge and agree that nothing herein and no statement by us or any employee, representative, agent or other person associated with us has in any way prevented or inhibited you in any way from seeking such advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that you have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY CREATING AN ACCOUNT WITH THIS COMPANY YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.