PUBLISHER TERMS & CONDITIONS

This Affiliate Agreement (the “Agreement”) between CPAGO.com, LLC. a Pennsylvania corporation with offices at 905 12^th Avenue, Prospect Park, PA 19076 (“Company”) and You (or “Affiliate” or “Publisher”). You and Company may also be individually referred to herein as “Party” and collectively as “Parties”.

1. Company Service.

1.1 Participation in the Service. Participation in the Service and use of the Company Site is subject to the terms and conditions of this Agreement, agreements of advertisers (if any) and to Company’s explicit approval, as set forth below in Section 1.3. Company’s approval of Affiliate’s participation may be withheld or terminated at any point, in Company’s sole discretion, regardless of initial acceptance. For the purposes of this Agreement, “Service” shall mean the web based application, reporting, access to data and advertising provided by Company. “Site” or “Company Site” means the website through which such Services are accessed.

1.2 Criteria.  Publisher hereby acknowledges and agrees that to the extent it represents or acts on the behalf of third party publishers or websites (“Third Party Publishers”), Publisher assumes all liability for the Third Party Publishers and will ensure that Third Party Publishers comply with the terms of this Agreement and all applicable laws. Publisher further agrees that it shall fully and completely indemnify Company for all damages arising from the Third Party Publisher’s breach of any obligations or warranties set forth herein and that Affiliate has the ability to terminate the Third Party Publisher’s rights to the Service or the Site immediately. For the purposes of this Agreement, “Affiliate” means the Affiliate and any Third Party Publishers.

1.3 Approval Process. Affiliate is required to complete an Affiliate Network Application and transmit such Application to Company. Upon Publisher’s receipt of an E-mail clearly communicating Company's acceptance (“Acceptance E-mail”), Publisher shall be entitled to participate in the Services, and access the Site. If an Acceptance E-mail is not sent to Publisher, or Publisher does not begin participation in the Company Network in a timely manner upon receipt of an Acceptance E-mail, then this Agreement shall be immediately terminated, and Company shall have no obligation to Publisher hereunder. In addition, prior to Publisher’s agreement to an offer relating to a Program (as defined below in Section 2), a specific advertiser’s agreement may be displayed to Publisher, and Publisher shall be required to accept the terms of that advertiser’s agreement in order to accept that advertiser’s particular Program, thereby binding Publisher to that specific advertiser’s terms and conditions.

1.4 License.  Subject to the terms and conditions of this Agreement, and upon Company’s issuance of an Acceptance E-mail, Company grants Publisher a revocable, non-transferable, non-exclusive limited license to use the Service, the Company Site and any data, reports, information or analyses arising out of such use (the "Site Data") solely for the purposes set forth in this Agreement.

2. Company Site.

2.1 Advertising Programs. Company shall display offers of advertising programs on the Company Site ("Program(s)"), which Programs set forth the advertisement and the amount and terms under which an Publisher may be entitled to payment ("Commission"). Company may also display the terms and conditions of particular advertiser’s agreements. Publisher acknowledges and agrees that Company does not approve, endorse or agree with any of the content or links in the advertisements or Programs, or with the terms and conditions of any advertiser’s agreements. Publisher agrees that it will, at all times, utilize Programs, and any Program related materials (including but not limited to Suppression Lists defined in Section 5) at its own risk and in its sole discretion. The existence or availability of a Program in no way constitutes the endorsement or approval of Company.

2.1.1 Commission: A Commission is generated from a specified event ("Event") identified in the applicable Program, such as clicks, click-throughs, sales, registrations, impressions and leads. Company shall compile, calculate and electronically deliver data required to determine Publisher’s Commission. Company's figures and calculations shall be final and binding. Any questions regarding the Commission must be submitted in writing within 30 days of receipt, or the Commission will be deemed accepted and undisputed. In the event of a conflict between Publisher and Company regarding any data or calculation regarding the Commission, Company’s data and calculations shall govern.

2.2 Publisher’s Acceptance of a Program. In addition to the representations and warranties set forth in Section 8 herein, Publisher agrees that upon accepting an offer for a Program, it will (a) comply with all aspects of The Cam-Spam Act of 2003 (the “Act”), (b) place the creative and advertisement exactly as specified in the Program, and (c) not insert a misrepresentative, fraudulent or deceptive phrase or words in the “from line” or anywhere in the E-mail or advertisement; and (d) will use Double Opt-In (i.e., when a potential subscriber checks a box wishing to be added to an E-Mail list or to receive a newsletter, and then receives a confirmation E-Mail) when sending Company url(s) (code) to potential subscribers, or when sending newsletters or E-Mails with Company code. Failure to adhere to these requirements may, in addition to all other remedies available to Company, result in immediate termination of this Agreement and withholding of a Commission or any payment to Publisher, without penalty to Company.

2.3 Changes to Site. Company reserves the right to make changes to the Company Site and the terms and conditions of this Agreement at any time, which changes shall be posted within each Publisher’s login page on http://www.cpago.com. Publisher’s continued use of the Company Site after any such modification and notification thereof shall constitute its explicit consent to such modification.

3. Proprietary Rights. Publisher agrees that it does not have, nor will it claim any right, title or interest in the Services, the Company Site or any underlying technology, software, applications, data, methods of doing business or any elements thereof, or any content provided on the Company Site (including the Ads). Publisher may only access the Company Site via web browser, e-mail or in a manner approved by Company. Publisher will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Company Site tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure ad performance and provide its service. In addition, Publisher acknowledges that all Site Data, including but not limited to non-public information, data and reports received from Company as part of the Services are proprietary to and owned by Company. If instructed to do so by Company, Publisher will immediately destroy and discontinue the use of any such, including Site Data, and any other material owned by Company or the third party Advertisers.

4. Suspension of Publisher Account.

4.1 Company reserves the right to terminate this Agreement and to suspend Publisher’s account in the event that Publisher’s Website(s): (a) Have click-through rates that are higher than industry averages and where solid justification for such click throughs is not evident to the reasonable satisfaction of Company; (b) Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported; (c) Have shown fraudulent leads as determined by the Advertisers; (d) Have much higher conversions per click rates than industry averages and where solid justification is not evident to the reasonable satisfaction of Company; (e) Use fake redirects, automated software, and/or fraud to generate Events from the Programs, or (f) fall into a category of potentially fraudulent behavior as determined by the Company

4.2 If Publisher fraudulently adds or inflates leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre- population of forms or mechanisms not approved by Company), as determined solely by Company, Publisher will forfeit its entire Commission for all programs and its account will be terminated immediately. If Publisher is notified that fraudulent activities may be occurring, and Publisher fails to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to Company, Publisher shall be responsible for all costs and legal fees arising from such fraudulent activities.

4.3 To the extent that Publisher becomes aware of any litigation or investigation concerning Publisher's E-Mail or other Internet practices or procedures, Publisher will immediately notify Company (irrespective of whether such litigation relates to Publisher's relationship with Company).

5. Suppression Lists.

5.1 To the extent that Company via the Company Site or E-mail provides an opt-out or unsubscribe list (the "Suppression List") to Publisher in connection with any Program, Publisher shall regularly scrub its database against the Suppression List no less than every five (5) days and shall not at any time send any commercial E-mails to any individuals on the Suppression List. Company will transmit or display a suppression list on its Company Site no less than every three (3) days.

5.2 Publisher will not use the Suppression List in any manner other than for the purpose set forth in Section 5.1 above. Publisher shall not obtain any ownership interest or rights in and to any Suppression List.

6. Confidential Information. Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by the Order and these Terms and Conditions, and to refrain from disclosing the other party's Confidential Information to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under any Order or these Terms and Conditions or any other agreement between the parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement “Confidential Information” includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated Company Service, products, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the Service.

7. Privacy. Publisher agrees to comply with all applicable privacy laws. Publisher further agrees to post conspicuously on each of its Publisher websites a privacy policy, linked, at a minimum, from the website’s home page, that: (a) discloses Publisher’s privacy practices, including its use of a third party for its ad serving activities, (b) identifies the collection and use of information gathered in connection with both ad serving activities and delivery of the Publisher’s content, and (c) provides the user with instructions as to opting out from such collection.

8. Payment Terms. Company will pay Publisher in connection with the occurrence of an Event. Payment shall be made to Publisher forty-five (5) days of the end of the month in which a completed Event occurred, less any returns and charge backs, and pursuant solely to Company’s reports. All payment to Publisher by Company is contingent upon Company receiving payment from Advertiser. In the event Company fails to receive payment from Advertiser, Company shall have no payment obligation to Publisher and Publisher will have the right to contact the non-paying Advertiser directly. If Advertiser does not pay on time, Company will notify Publisher and make reasonably commercial efforts to assist in the collection. Company will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Company is not liable for Events that are not recorded due to Publisher’s error. All accounts will be paid in US dollars ($US). If the compensation owed to Publisher for any one month period is less than $25, Company will hold payment until the total amount due is at least $25 or, if earlier, until this Agreement is terminated. Every Publisher account must have a unique, valid taxpayer identification number (TIN) or valid Social Security number.

9. Term and Termination.

9.1 Term. This Agreement shall begin on the Effective Date and remain in effect for an initial term of one (1) year. Unless terminated by either party upon ninety (90) days’ notice prior to the end of the initial term or any renewal term, the Agreement shall automatically renew for successive one (1) year terms.

9.2 This Agreement may be terminated at any time by a party, effective immediately upon written notice, if the other party: (i) files a voluntary petition in bankrupt, (ii) makes an assignment for the benefit of its creditors, or (iii) breaches any of the material terms of this Agreement which breach is not remedied within thirty (30) days from receipt of written notice of such breach. Company may terminate this Agreement, or any Program or Ads, effective upon written notice to Company, for any reason or no reason. Publisher agrees that if instructed to do so by Company and/or if this Agreement terminates, Publisher will immediately discontinue the use of the Service and any Site Data.

9.3 In the event of termination of this Agreement: Sections 3, 4, 6, 9 through 13 shall survive.

10. Representations and Warranties; Indemnification.

10.1 Publisher represents and warrants that: (i) Publisher has all necessary rights and authority to enter into this Agreement and to place Ads on its website(s) or those of its partners (“Publisher Websites”), (ii) Publisher owns and/or has the right to use all materials contained on Publisher Websites, (iii) the Publisher Websites and the content contained on the Publisher Websites will not infringe or violate the patents, copyrights, trademarks, rights of publicity, defamation, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party, (iv) the Publisher Websites will not contain any content, or links to content that is misrepresentative, defamatory, or that violates any applicable law or regulation, including but not limited to sexually explicit, ethnic, violent, illegal gambling, illegal investments, software pirating or any other illegal or objectionable content.

10.2 With respect to Publisher that sends E-mails on its own behalf or in connection with its Partners, Publisher further represents and warrants, on behalf of it and its Partners that Publisher has the power and authority to bind its Partners to these representations and warranties; that Publisher will comply with all aspects of the Can-Spam Act of 2003; and Publisher will not transmit any E-mail: (a) with materially false or misleading header information; (b) with a “from line” that is materially false or misleading and does not accurately identify the person sending the E-mail; (c) with a subject line that is misleading, false or misrepresentative or is likely to mislead the recipient about the content of the E-mail; (d) with a non-functioning return E-mail or Internet address, clearly and conspicuously displayed (or a functioning return E-mail or Internet address that does not function for thirty (30) days after the E-mail is sent), that a recipient can use to submit a reply E-mail requesting not to receive future commercial E-mails or Internet communications from that sender, including Advertiser and Publisher; (e) that does not include a clear and conspicuous identification that the E-mail is an advertisement or solicitation, a clear and conspicuous notice of the opportunity to decline to receive further communications, and a valid physical postal address of the Advertiser and Publisher; or (f) with any content that (i) infringes or violates any intellectual, proprietary or privacy rights as set forth in 9.1(iii); (ii) is misrepresentative, defamatory, contains racial, ethnic, political, hate mongering or otherwise objectionable content or violates any applicable law or regulation as set forth in 9.1(iv) . Publisher also represents and warrants that it will not transmit an E-mail (i) if Publisher knows, or has reason to know, that the E-mail address was obtained using an automated means or Internet service, which indicated that at the time the address was obtained, the service was not to give or sell the address to others; or (ii) to any individual that has requested not to receive any E-mails more than five (5) days after receipt of such request, provided that the E-mail falls within the scope of the request.

10.3 Indemnification. Publisher, on its own behalf, and on behalf of its Partners, will defend, indemnify, and hold harmless Company, the Advertisers, and their Publishers, directors, employees, agents, successors and assigns from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney's fees and expenses) (collectively "Claims") arising from any breach of any of this Agreement or any Program Terms. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder.

11. Limitation of Liability; Disclaimer of Warranty. Except as expressly set forth in this Agreement, Company makes no warranties and expressly disclaims all warranties, express or implied, as to the subject matter of this Agreement, including implied warranties of merchantability and fitness for a particular purpose. Company shall not be liable for any Advertisement or E-Mail, including but not limited to the content thereof, any unavailability or inoperability of the Internet, unavailability or consequences of any Program, the Company Site, or Services, or any technical malfunction, computer error, corruption or loss of information related to or arising out of the Services, the Company Site or any Program. THE INFORMATION AND CONTENT ON THE COMPANY SITE AND VIA THE SERVICES IS PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. IN NO EVENT SHALL EITHER PARTY BE LIABILE FOR ANY LOST PROFITS, LOST REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORSEEABLE AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S LIABILITY HEREUNDER EXCEED THE PAYMENTS MADE BY COMPANY TO PUBLISHER IN THE 6 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Non-Solicitation with advertisers. Publisher will not participate in any performance based advertising relationship with any Advertiser whose Ads are posted on the Company Site, unless a previously existing business relationship between Advertiser and Publisher can be demonstrated to the reasonable satisfaction of Company. In this connection, both Parties agree and acknowledge that if Publisher violates its obligations hereunder, Company will be entitled to damages in the amount of twenty-five percent (25%) of the gross revenues resulting from sales conducted by Advertiser through the advertising or marketing efforts of Publisher.

13. Miscellaneous.

13.1 General. This Agreement, together with the terms for each of the Programs, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties whether written or oral. Company may assign this Agreement to a subsidiary or business successor. Publisher may not assign this Agreement without the prior written consent of Company, which shall not be unreasonably withheld. All notices under this Agreement will be in writing and will be delivered by personal service, confirmed fax, confirmed e-mail, express courier, or certified mail, return receipt requested, to the address of the receiving party set forth above, or at such different address as may be designated by such party by written notice to the other party from time to time. Notice will be effective upon receipt. This Agreement shall be construed and governed by the law of the State of Pennsylvania and each party expressly agrees to jurisdiction and venue in Philadelphia, Pennsylvania. Company shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding arising out of this Agreement. No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the rest of the Agreement shall be enforceable in accordance with its terms. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision. The parties agree that the relationship between Company and Publisher shall not constitute a partnership, joint venture or agency.

13.2 Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of this Agreement. This Agreement shall not be construed against either party by reason of its drafting.

13.3 Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.