TERMS AND CONDITIONS

1.The Run Your Offer Affiliate Program: (a) As a PARTICIPANT, we will make available to you a variety of graphic, product, textual and other links as determined by Run Your Offer (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions of this Agreement, you may display as often and in as many areas of your web site(s) as you desire. The Links will serve to identify your site as a PARTICIPANT of the Run Your Offer Network and will establish a link from your web site(s) to the Run Your Offer Network for your participation in the Run Your Offer Affiliate Program. You agree that you will display on your web site(s) only those Links that are provided to you by Run Your Offer through the Run Your Offer Network; (b) To commence the process of enrolling as a PARTICIPANT in the Run Your Offer Affiliate Program, you will submit an enrollment application via our Web Site or as otherwise authorized by Run Your Offer and (c) you will provide accurate and complete information in the enrollment application. We will evaluate your application and notify you of your acceptance or rejection; which determination shall be in our sole discretion. You agree that during the Restricted Period (as defined below), You shall not maintain or create any Link(s) to web site(s) that are part of the Run Your Offer Network (or were part of the Run Your Offer Network at any time during the Restricted Period) that provide for payment to You, including without limitation becoming a subaffiliate of another member of the Run Your Offer Affiliate Program. "Restricted Period" means the period beginning on the date your enrollment application is accepted by Run Your Offer and ending on the date that is one year after the date that You cease to be a member of the Run Your Offer Affiliate Program.

2. Term: (a) This Agreement is conditioned upon and will become effective on our acceptance of your enrollment application and your acceptance of the terms of this Agreement. By joining or participating in the Run Your Offer Affiliate Program you acknowledge that You have read this Agreement and agree to abide by all the terms of this Agreement, which may be amended from time to time in the sole discretion of Run Your Offer. We will notify You of any amendment by posting a notice on the Run Your Offer Web Site, located at www.Run Your Offer.com, or, in our sole discretion, by e-mail, and Your continued participation in the Run Your Offer Affiliate Program after such notice is posted or sent via e-mail shall constitute your binding and legally enforceable agreement to such amendment and acceptance of the Agreement as amended. Either party may terminate this Agreement at any time, with or without cause by giving the other party notice of termination. Upon termination, the provisions of this Agreement that are intended to survive shall so survive. (b) PARTICIPANT is only eligible to earn commissions on "Valid Clicks" (defined below), as determined solely in Run Your Offer's discretion, which are completed during the term of this Agreement. "Valid Clicks" are clicks on the Run Your Offer Network directly from Your Links that bring the end user to a fully loaded page and that (a) do not result from applying repeated manual or mechanically automated clicks on a mouse or a keyboard or other non-human click generation processes (including robots, spiders, scripts or other software); (b) do not result from methods that Run Your Offer determines to be fraudulent in nature or resulting from incentives or misleading or coercive means; and (c) are not from IP addresses or URLs that have been previously blocked by Run Your Offer. Run Your Offer may withhold PARTICIPANT'S final commission payment for a reasonable time to ensure that the clicks are Valid Clicks and that the correct amount is paid. PARTICIPANT will notify Run Your Offer promptly if it anticipates an increase or decrease in the number of Valid Clicks by more than 15% of the then-current monthly average.

3. Commissions: (a) For Valid Clicks utilizing Run Your Offer's approved tracking links twice each calendar month Run Your Offer will pay to PARTICIPANT all commission owed based upon agree upon payouts. PARTICIPANTS are responsible for using our tracking code in the manner designated by Run Your Offer to ensure accurate tracking of Valid Clicks. You agree not to alter the tracking code in any way. (b) Run Your Offer will pay you or cause you to be paid, through the Run Your Offer Affiliate Network, provided total commissions due to you for such month exceed Fifty Dollars ($50). The check (or other alternate payment method as selected by Run Your Offer) will be for the applicable commission (less any taxes required to be withheld pursuant to applicable law). For any calendar month in which your commissions do not exceed Fifty Dollars ($50), Run Your Offer shall have the option to pay same or to withhold such payment and add such commissions to the next calendar month and pay to you your commissions when they exceed Fifty Dollars ($50).

4. Restrictions on Using Others to Distribute Links: Your rights and licenses as a member of the Run Your Offer Affiliate Network are personal to You. Except to the extent expressly permitted herein, unless You satisfy the requirements for "Superaffiliates", you may not authorize any other person to use the Links to the Run Your Offer Affiliate Network. To act as a Superaffiliate, you must send a request to affiliates@Run Your Offer.com and provide Run Your Offer with all information that it requests, including information about You, the person(s) and company(s) to whom You wish to provide Links, the domain names and IP addresses of such person(s) and company(s), the manner in which You plan to provide Links to such person(s), whether You intend to charge those person(s) for access to the Links, and other material terms of Your proposal. Run Your Offer may deny your request or grant it only subject to certain terms. Your request will be deemed denied unless you receive a written or email notice from Run Your Offer that expressly states that You are permitted to act as a Superaffiliate for the submitted subaffiliates. And, unless Run Your Offer otherwise agrees in writing, such permission shall only extend to providing Links to the person(s) and company(s), in the manner and on the terms stated in Your request to Run Your Offer. For additional subaffiliates, a separate Superaffiliate request will need to be filed with and accepted by Run Your Offer. If you are permitted to act as a Superaffiliate, then you agree to the following: (a) You shall be solely responsible for entering into and performing any necessary or desirable contracts with subaffiliates; (b) You shall not in Your contracts with subaffiliates or other members of the Run Your Offer Affiliate Program, purport to create any obligation or liability on the part of Run Your Offer; (c) You shall cause Your subaffiliates to comply with the provisions of this Run Your Offer Affiliate Program that would apply to You, with respect to Your own use of the Links that you make available to them; (d) You shall promptly upon the request of Run Your Offer cease providing any or all Links to any subaffiliates; (e)You shall not make to any subaffiliate any representation or warranty or statement about Run Your Offer, the Run Your Offer Affiliate Program, the Run Your Offer Network or other services or products offered by Run Your Offer; (f) Subaffiliates shall not be parties to, nor third party beneficiaries of, your Run Your Offer Affiliate Program Agreement and Run Your Offer shall have no obligation or liability to any subaffiliate; (g) You shall ensure that Your contracts and agreements with subaffiliates expressly extend to Run Your Offer the benefit of all warranty and liability disclaimers, limits and exclusions and all indemnification rights granted to You; (h) You shall not use any Links to conduct any illegal pyramid or other fraudulent scheme or otherwise violate any applicable law, rule or regulation; (i) You shall promptly provide Run Your Offer with such information concerning Your activities and arrangements as a Superaffiliate as Run Your Offer may reasonably request in order to assess Your compliance with the provisions of this Agreement.

5. Legal Compliance; Representations and Warranties: PARTICIPANT shall operate its web site(s), conduct any promotional and advertising activities (e.g. email and telemarketing campaigns), and render its services in compliance with all applicable laws, rules and regulations, and PARTICIPANT will be solely responsible for obtaining all required governmental authorizations necessary for its web site(s) and the full performance of its services as provided for under this Agreement. PARTICIPANT hereby further represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; (c) its web site(s), promotional activities, and the services to be rendered by PARTICIPANT under this Agreement neither infringes nor violates any patent, copyright, trade secret, trademark, or other proprietary or privacy right of any third party; (d) the execution, acceptance, delivery and performance by PARTICIPANT of this Agreement, and its consummation of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which it is subject, (ii) any order, judgment or decree applicable to PARTICIPANT or binding upon its assets or properties;, or (iii) any agreement or other instrument applicable to PARTICIPANT or binding upon its assets or properties; (e) PARTICIPANT is the sole and exclusive owner of PARTICIPANT'S Marks, as defined herein, and has the right and power to grant Run Your Offer the license to use PARTICIPANT'S Marks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to it or binding upon its assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any person or entity; (f) there is not pending, or to the best of PARTICIPANT'S knowledge, any threatened claim, action, or proceeding against PARTICIPANT, or any of its affiliates , with respect to the execution, delivery or consummation of this Agreement, or with respect to the PARTICIPANT'S Marks, and, to the best of its knowledge, there is no basis for any such claim, action or proceeding and (g) PARTICIPANT will fully comply with all applicable laws, rules and regulations applicable to privacy and the sending of unsolicited commercial emails (UCE or SPAM), telemarketing, direct mail and other communications to consumers and other third parties.

6. Maintenance; Representations and Warranties: (a) PARTICIPANT shall monitor and periodically test the general availability and operation of its web site(s) and will ensure that its web site(s) will perform adequately so that customers will be able to access the Run Your Offer Network PARTICIPANT is solely responsible for the development, operation and maintenance of its web site(s). Such responsibilities include, but are not limited to, the technical operation of PARTICIPANT'S web site(s) and all related equipment; the accuracy and propriety of all materials and content posted on PARTICIPANT'S web site(s). (b) PARTICIPANT represents and warrants that its web site(s), including all materials and content therein, does not and will not (i) violate any laws, rules or regulations; (ii) violate or infringe upon the rights of any third party including, without limitation, copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; ; (iii) violate any laws regarding unfair competition, anti-discrimination or false advertising; (iv) promote violence or contain hate speech, (v) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious program routines; or (vi) be libelous, harmful, threatening, abusive, harassing, defamatory, derogatory or otherwise illegal (vii) be operated more than 20% in a language other than English. (c) PARTICIPANT shall not (i) include any of the Run Your Offer Marks (as defined in Section 9), or variations or misspellings thereof in any of PARTICIPANT'S domain names or any metatags; (ii) make any press releases or other public statements regarding the Run Your Offer Affiliate Program, Run Your Offer or the Run Your Offer Network without first obtaining the express written approval of Run Your Offer; (iii) disparage the Run Your Offer Affiliate Program, the Run Your Offer Network or Run Your Offer; (c) Run Your Offer disclaims all liability for all matters set forth in Section 5 and 6. Further, PARTICIPANT will indemnify and hold Run Your Offer, its parent company, subsidiaries, affiliates and their respective officers, directors, shareholders and employees free and harmless against and from all claims, damages, losses, liabilities and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of PARTICIPANT'S web site(s). (d) Run Your Offer reserves the right, in its sole discretion, to monitor PARTICIPANT'S web site(s), at any time and from time to time, to ascertain whether PARTICIPANT is in compliance with the terms of this Agreement.

7. DISCLAIMER: YOUR ACCESS AND USE OF THE Run Your Offer AFFILIATE NETWORK PROGRAM, THE Run Your Offer NETWORK AND ANY CONTENT AT YOUR SOLE RISK. WE PROVIDE THE Run Your Offer NETWORK AND THE CONTENT ON AN "AS IS," AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR NON-INFRINGEMENT. WE MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE INFORMATION, PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES ACCESSIBLE ON OR THROUGH THE Run Your Offer AFFILIATE NETWORK PROGRAM, THE Run Your Offer NETWORK OR THE CONTENT OR OTHER Run Your Offer PRODUCTS OR SERVICES. NEITHER WE NOR OUR DIRECTORS, OFFICERS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, CONTRACTORS, THIRD PARTY VENDORS, FACILITIES, INFORMATION PROVIDERS, LICENSORS, NOR ANY EXCHANGES, CLEARING ORGANIZATIONS OR OTHER SUPPLIERS PROVIDING DATA, INFORMATION, OR SERVICES (EACH A "PROVIDER") MAKE ANY REPRESENTATION OR WARRANTY: (A) AS TO THE TIMELINESS, SEQUENCE, ACCURACY, COMPLETENESS, RELIABILITY OF THE Run Your Offer AFFILIATE NETWORK PROGRAM, THE CONTENT OR THE Run Your Offer NETWORK OR ANY INFORMATION, SERVICE OR TRANSACTION PROVIDED THEREBY, OR (B) THAT THE Run Your Offer AFFILIATE NETWORK PROGRAM OR THE Run Your Offer NETWORK WILL BE AVAILABLE OR WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER, OR (C) THAT ERRORS OR DEFECTS RELATED TO THE Run Your Offer NETWORK WILL BE CORRECTED. WE ALSO DO NOT WARRANT THAT THE INFORMATION AVAILABLE THROUGH THE Run Your Offer NETWORK OR THE CONTENT IS APPROPRIATE, ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. The above exclusions may not apply in jurisdictions that do not allow the exclusion of certain implied warranties.

8. Privacy: You consent to the use and collection of Your information is in accordance with Run Your Offer's Paid Listings Privacy Policy located at https://ResidualCPA.com/privacy.cfm - This Privacy Policy is part of this Agreement and you agree that the use of data as described in this Privacy Policy is not an actionable breach of your privacy or publicity rights.

9. Licenses: (a) Run Your Offer hereby grants to PARTICIPANT solely during the term of this Agreement a limited, non-exclusive, non-transferable, royalty-free, revocable license to (i) access the Run Your Offer Network through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use the Run Your Offer trademark and logo (collectively the "Run Your Offer Marks"), for the sole purpose of referring end users to the Run Your Offer Network. You may not alter, modify, amend, or change the Run Your Offer Marks in any way. You are only entitled to use the Marks to the extent that this Agreement provides and only while this Agreement remains in full force and effect No right, property, license or interest in any Run Your Offer Marks is intended to be given to or acquired by PARTICIPANT by the execution or the performance of this Agreement. Run Your Offer may revoke this license at any time, by giving you written notice. PARTICPANT agrees to use the Run Your Offer Marks solely in accordance with Run Your Offer's trademark usage guidelines and as provided in the Run Your Offer Affiliate Network interface and the XML feeds. PARTICIPANT agrees that it will not alter, modify, or change the Run Your Offer Marks in any way. All goodwill arising from the use of the Run Your Offer Marks shall inure solely to the benefit of Run Your Offer and its subsidiaries or affiliated companies, as applicable. All intellectual and proprietary property and information, supplied or developed by Run Your Offer shall be and remain the sole and exclusive property of Run Your Offer. Upon termination of this Agreement, PARTICIPANT shall immediately cease using and return to Run Your Offer any and all such property and information it receives from Run Your Offer. and, without limiting the foregoing, immediately cease use of the Marks. Participant agrees not to contest or challenge the Marks or to use any confusingly similar marks. (b) PARTICIPANT grants to Run Your Offer during the term of this Agreement a non-exclusive, non-transferable, royalty-free license to access the PARTICIPANT web site through the Links; and (ii) use PARTICIPANT'S trade name, titles, logos, trademarks, service marks, products and similar identifying material relating to PARTICIPANT (the "PARTICIPANT'S Marks"), to advertise, market, promote and publicize in any manner this Agreement, the transactions contemplated hereunder or Run Your Offer's rights hereunder; provided, however, that Run Your Offer shall not be required to advertise, market, promote or publicize, in any manner, this Agreement, the transactions contemplated hereunder, or PARTICIPANT'S Marks. All use of the PARTICIPANT'S Marks shall be in accordance with PARTICIPANT'S trademark usage guidelines and shall inure to the benefit of PARTICIPANT.

10. Confidentiality: Pursuant to this Agreement, the Parties may disclose to one another certain information ("Information") which is considered by the disclosing party to be proprietary or confidential information, including, without limitation, the terms of this Agreement, business, marketing and financial information, customer and vendor lists, and pricing and sales information. All such Information shall remain the sole property of the disclosing party, and its confidentiality shall be maintained and protected by the receiving party with the same degree of care as the receiving party uses for its own confidential and proprietary Information and the receiving party shall not disclose such Information to any third party without the prior written consent of the disclosing party. The restrictions of the use or disclosure of any Information shall not apply to any information: (i) after it has become generally available to the public without breach of this Agreement by the receiving party; (ii) is independently developed by receiving party; (iii) is rightfully in the receiving party's possession prior to disclosure to it by the disclosing party; (iv) is rightfully received by receiving party from a third party without duty of confidentiality; or (v) is disclosed under operation of law or pursuant to legal or regulatory process.

11. LIABILITY: LIABILITY: NEITHER Run Your Offer NOR SUBSIDIARIES, OR AFFILIATED COMPANIES SHALL HAVE ANY LIABILITY HEREUNDER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT Run Your Offer KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGE MIGHT BE INCURRED. FURTHERMORE, Run Your Offer'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF RECOVERY SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO PARTICIPANT UNDER THIS AGREEMENT.

12. Indemnification: PARTICIPANT agrees to indemnify, defend and hold harmless Run Your Offer, its parent, subsidiaries, affiliated companies, successors and assigns and their respective officers, directors, shareholders and employees, from and against any and all losses, liabilities, damages, actions, claims, expenses and costs including, without limitation, reasonable attorneys' fees, which result or arise from or are based on (i) the negligence of PARTICIPANT, its agents, servants and/or employees, (ii) PARTICIPANT'S breach of this Agreement or any of the terms hereunder, (iii) any breach of a representation or warranty, or breach of a covenant or agreement made by PARTICIPANT herein, or in the Enrollment Application, (iv) any claim that Run Your Offer's use of PARTICIPANT'S Marks infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (v) any claim related, in any way, to PARTICIPANT'S web site(s), including, without limitation, content therein not contributed directly by Run Your Offer as well as, any and all promotional and advertising activities conducted by, or on the behalf of, PARTICIPANT and any goods or services offered, sold or otherwise made available through PARTICIPANT'S web site(s); or (vi) PARTICIPANT'S acts or omissions as a Superaffiliate or any of the acts or omissions or any subaffiliate directly or indirectly related to any Links obtained through the Run Your Offer Affiliate Network that PARTICIPANT provided or permitted such subaffiliate to use.

13. Independent Parties: Nothing contained herein shall imply any partnership, joint venture or agency relationship between the Parties and neither Party shall have the power to obligate or bind the other in any manner whatsoever, except to the extent herein specifically provided.

14. Binding Effect; Benefit: This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person or entity other than the Parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

15. Severability: If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected and shall remain in full force and effect.

16. Notices: Any notices required or permitted under this Agreement may be sent electronically to you at your email address as provided in the Run Your Offer Affiliate Network and posted in the Run Your Offer Affiliate Network and shall be deemed duly made and received when sent.

17. Force Majeure: Except as otherwise expressly provided in this Agreement, Run Your Offer shall not be liable for any breach of this Agreement or for any delay or failure of performance resulting from any cause beyond such Party's reasonable control, including without limitation, the weather, strikes or labor disputes, war, terrorist acts, riots or civil disturbances, government regulations, acts of civil or military authorities, or acts of God.

18. Entire Agreement: This Agreement constitutes (a) the binding agreement between the Parties; (b) represents the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements; and (c) may not be modified or amended except in a writing signed by the Parties. Notwithstanding anything to the contrary contained herein, Run Your Offer. may modify and change any of the terms and conditions of this Agreement, at any time in its sole discretion. We will notify You of any such modification or change as provided for in Section 2 (a) hereof. Modifications and changes may include, without limitation, changes in the scope of available commission fees and payment procedures. If any modification or change is unacceptable to PARTICIPANT, PARTICIPANT'S only recourse is to terminate this Agreement. Your continued participation in the Run Your Offer Affiliate Program after the notice is posted or sent pursuant to Section 2(a) hereof, will constitute Your legally binding acceptance of the modification or change.

19. Governing Law: Jurisdiction. This Agreement shall be governed by, and construed in accordance with the laws of the State of Utah without regard to conflicts of law principles thereof. You hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in Utah, Utah, with respect to all matters arising out of or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.



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