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            <center><h5>MONETIZEIT & FILINET, <u>MEDIAWHIZ</u> HOLDINGS COMPANIES <u>AFFILIATE AGREEMENT</u></h5></center>

 

<P><FONT face="Verdana, Arial, Helvetica, sans-serif" size="1"><SPAN style="COLOR: black; FONT-FAMILY: Verdana">

This Monetizeit & Filinet, MediaWhiz Holdings Companies Affiliate Agreement (the “Agreement”) is entered into by and between Media Whiz Holdings, LLC, a New York Limited Liability Company with offices at 75 Broad Street, 23rd Floor, New York, NY 10004 (“MediaWhiz” or the “Company”) and you (“Affiliate”), the user of the MediaWhiz Website, and sets forth the parties’ respective rights and obligations with respect to the above-referenced affiliate program (the “Affiliate Program”).  Notwithstanding the effective date of this Agreement, Company shall have sole discretion to determine the date that the Affiliate Program begins.  <b>Please be advised that this Agreement is subject to change at any time, in Company’s sole discretion.  Changes may include, without limitation, changes in the payout structure, payment procedures and other Affiliate Program-related policies.  The continued participation by Affiliate in the Affiliate Program constitutes agreement by Affiliate to any and all changes to this Agreement in effect at that time.  Affiliate’s continued use of the MediaWhiz Website after such modification and notification thereof constitutes Affiliate’s consent to such changes.</b>   Affiliate also understands and agrees that MediaWhiz may operate multiple websites that may or may not be similar to or compete with this Affiliate Program and that MediaWhiz may solicit customer referrals that may be different than the terms and conditions contained in this Agreement. Further, Affiliate agrees that Affiliate is relying solely on this Agreement in making Affiliate’s decision to enroll and that Affiliate is not relying on any representation, guarantee or statement other than as stated in this Agreement.  This Agreement shall be deemed incorporated by reference into any insertion order (the "Insertion Order") submitted by MediaWhiz or its agency set forth in the Insertion Order and shall govern the Insertion Order, superseding all terms therein except for those relating to advertisement scheduling and pricing. All Insertion Orders are subject to acceptance in writing by MediaWhiz.

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<b>TERM AND TERMINATION:</b> The term of this Agreement will begin upon Company’s written acceptance of the Affiliate Application and will end when terminated by either party as set forth herein.  Affiliate may terminate this Agreement at any time upon three (3) days prior written notice to Company.  Company may reject any Affiliate Websites and/or terminate Affiliate’s participation in the Affiliate Program and/or this Agreement immediately at any time and for any reason, in Company’s sole discretion including, without limitation: (i) where Company believes that Affiliate is in any way in breach of this Agreement; (ii) where Company believes that any website owned, operated or controlled by Affiliate (“Affiliate Websites”) or any e-mail database owned, operated or controlled by Affiliate (“Affiliate Database”) is unsuitable for the Affiliate Program for any reason including, without limitation, where Company, in its sole discretion, deems that the Affiliate Websites contain material that could be considered unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise controversial or objectionable; (iii) Company, in its sole discretion, deems that Affiliate is engaging in deceptive marketing; (iv) where Company believes that Affiliate is not, in any fashion, conducting permission-based e-mail marketing that fully complies with: (a) all applicable international, federal and state laws, rules and regulations including, but not limited to, the CAN-SPAM Act of 2003, as amended from time to time (“CAN-SPAM”); or (b) the applicable published rules or guidelines of the Internet access service (“IAS”) network, domain or e-mail servers to which it is transmitting commercial e-mail.  For the purposes of this Agreement, Internet access service shall have the same meaning as set forth in CAN-SPAM; and/or (v) upon the dissolution or insolvency of either party.  Affiliate is only eligible to earn “Commissions,” as defined hereinbelow, on billings generated during the term of this Agreement.  Upon termination of this Agreement for any reason: (1) Affiliate shall immediately cease to use and remove from the Affiliate Websites any and all Content (as defined hereinbelow) and/or other materials made available to Affiliate in connection with Affiliate’s participation in the Affiliate Program; (2) Affiliate shall immediately cease transmitting any and all e-mails in connection with any Advertising Campaign (as defined hereinbelow); (3) any and all licenses and rights granted to Affiliate in connection with this Agreement shall immediately cease and terminate; and (4) any and all Confidential Information, (as defined hereinbelow) Content or proprietary information of MediaWhiz (including, as applicable, any confidential or proprietary information of any Advertiser made available to Affiliate in connection with the Affiliate Program) that is in Affiliate’s possession or control must be immediately returned or destroyed.  If requested, Affiliate will certify in a writing signed by Affiliate or an authorized officer of Affiliate that all such confidential and/or proprietary information has been returned or destroyed.  

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<b>LICENSE:</b> Registration with MediaWhiz shall not confer any right on you to participate in the Affiliate Program. Participation by you in the Affiliate Program is subject to review and approval by MediaWhiz. Upon Company’s acceptance of your application to be an Affiliate, Company grants Affiliate a non-exclusive, non-transferable, revocable and limited license to use the Content made available via the Affiliate Program in connection with each advertising campaign (each, an “Advertising Campaign”) solely and exclusively in connection with Affiliate’s efforts to market the products and/or services featured in each such Advertising Campaign in accordance with the terms and conditions contained herein.  MediaWhiz retains full and sole ownership of all Content and other information developed by MediaWhiz and supplied to you from time to time in connection with this Agreement.  Subject to the terms and conditions of the Advertising Campaign offered by the applicable Advertiser, the Content shall be used to generate valid sales, leads, applications, accounts, clicks or other compensable activities, that will apply for each Advertising Campaign (the “Compensable Transactions”).  Company may use Affiliate’s personal information in any manner consistent with the MediaWhiz Privacy Policy, which is hereby incorporated into, and made part of, this Agreement.  For additional information regarding the Company’s usage of Affiliate information collected, please refer to the MediaWhiz Privacy Policy located at <a href="../PrivacyPolicy.aspx">http://www.filinet.com/PrivacyPolicy.aspx</a> (the “MediaWhiz Website”).  MediaWhiz shall be responsible for providing the information necessary to allow Affiliate to carry out its obligations and duties pursuant to this Agreement and shall be responsible for placing Content received from MediaWhiz Advertisers (“Advertisers”) on the MediaWhiz Website.

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<b>CONTENT:</b>  Company will make available to Affiliate certain marketing pieces created by Advertiser and/or MediaWhiz for use in the Affiliate Program.  In particular, MediaWhiz will post various creative materials, text links and/or banner advertisements (collectively, the "Content") on the MediaWhiz Website for download, use and publication by Affiliates subject to the license set forth above, and the other provisions of this Agreement.  Unless otherwise stated in writing by MediaWhiz, each piece of Content made available to Affiliate in connection with any Advertising Campaign must include, in unaltered form, the MediaWhiz special transaction tracking codes as embedded in all such Content (the “Transaction Tracking Codes”).  Affiliate will not knowingly, modify, circumvent, impair, disable or otherwise interfere with any Transaction Tracking Codes and/or other technology and/or methodology required or made available by MediaWhiz to be used in connection with any and all Content.  MediaWhiz may change or revise the Content that is made available hereunder at any time, in its sole discretion, and Affiliate agrees to use only the most recent version of the Content that is posted on the MediaWhiz Website.  Affiliate may not alter, modify or otherwise change the Content in any manner, whatsoever.  Company may terminate Affiliate’s right to use the Content for any reason at any time, in its sole discretion.  Affiliate may only use Content that is supplied by MediaWhiz and that is posted on the MediaWhiz Website.  Use, or the attempted use, of any other marketing materials in connection with the Affiliate Program will result in the immediate termination of this Agreement, without notice.  Each Affiliate agrees that MediaWhiz may, in its sole discretion, direct the placement of the Content.  Unless such direction is given, and subject to the terms and conditions of this Agreement, the applicable Advertising Campaign and all applicable laws, rules and regulations, Affiliate may display the Content as often and in as many areas of the Affiliate Websites and/or in creative for distribution to those e-mail addresses listed in the Affiliate Database, as it desires, in its discretion.  Notwithstanding the foregoing, Affiliate must comply, immediately, with any and all requests by MediaWhiz to modify, alter or otherwise change the positioning, placement, frequency and/or other editorial decisions related to Content.   Affiliate must immediately remove Content upon receiving notice from MediaWhiz or upon the termination or expiration of any applicable Advertising Campaign.  Affiliate may NOT use brand names and/or trademarks of another party (e.g., Milton Bradley or Apple) in the "subject" or "from" lines or body of any commercial e-mail transmission.  Affiliate may not, nor knowingly permit any Sub-Affiliate (as that term is defined hereinbelow) to, use third-party trademarks in any other way to direct traffic to any Affiliate Websites or Advertiser website including, but not limited to, purchasing keywords from a search engine service provider that include the trademark, service mark and/or brand name, or any derivative of any such trademark, service mark or brand name, of any of the Advertisers, MediaWhiz and/or any of their respective affiliates or clients.  Affiliate may not allow the Content to be placed on any non-Affiliate Websites without the prior express written consent of MediaWhiz.  Affiliate must place or use the Content only with the intention of delivering valid Compensable Transactions.  Affiliate may not, nor knowingly permit any person to, activate the Content or inflate the amount of Compensable Transactions through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, adware, device, program, robot, Iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing a Compensable Transaction.  Affiliate agrees and acknowledges that it shall not, nor shall it permit any Sub-Licensees: (i) to use incentivize offers, create the appearance of incentivezing  offers, establish or cause to be established any promotion that provides any sweepstakes entries, rewards, points or other compensation to be earned in connection with generating Compensable Transactions, or otherwise attempt to induce Internet users to click on any of the Content through use of any other incentives, without obtaining the prior written approval of MediaWhiz; (ii) place any statement in close proximity to the Content requesting that e-mail recipients or Internet users “click” on the Content (e.g., “Please click here”); (iii) place misleading statements in close proximity to the Content; (iv) take control of a user's computer by delivering advertisements that a user of a computer cannot close without turning off the computer or closing all sessions of the Internet browser for the computer; (v) install or execute on another's computer one or more additional software program(s) without consent of the user (In addition, Affiliate must clearly provide instructions to disable the software, such that the software is easily identifiable and the removal can be performed without undue effort or knowledge by the user of the computer); (vii) distribute spyware or other similar harmful software; and/or (viii) redirect traffic to a website other than the website listed by the particular Advertiser.  Prior to the sending of any commercial e-mail in connection with the Affiliate Program, Affiliate shall provide MediaWhiz with a list of Internet protocol (“IP”) addresses and domain names that it, or its Sub-Affiliates, intend(s) to use in connection with the particular Advertising Campaign.  The Affiliate Websites must be fully functional at all levels; no "under construction" sites or sections shall be permitted.  Spawning process pop-ups are prohibited.  Should Affiliate market any Advertising Campaign to its Affiliate Database, Affiliate must, upon the request of MediaWhiz, be able to produce the name, date, time, IP address and referral uniform resource locator (“URL”) where the applicable consumers granted Affiliate affirmative consent, as defined by applicable law (“Affirmative Consent”), to send such e-mail marketing messages.  Affiliate is solely responsible for all consumer complaints relating to e-mail campaigns conducted by Affiliate.  Affiliate represents and warrants that it will respond to all consumer complaints within forty-eight (48) hours of notification.  In addition to all other available remedies, MediaWhiz may withhold and suspend Commission payment until any and all outstanding consumer complaints are resolved.  All costs associated with such required actions shall be deducted from the Affiliate Commission.    

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<b>AUDIT:</b>  Affiliate agrees that at all times during the term of this Agreement it shall maintain accurate books and records relating to its use of the Content and Suppression Lists (as that term is defined below). Affiliate agrees that MediaWhiz, or any designee of MediaWhiz that is legally bound to obligations of confidentiality and non-disclosure, shall have the right during the term of this Agreement to reasonably examine, inspect, audit and review all such books, records and any source documents used in the preparation thereof during normal business hours upon written notice to Affiliate at least seven (7) business days prior to the commencement of any such examination, inspection, review or audit. Such audit shall be at MediaWhiz’s sole cost and expense and shall be strictly limited to those books and records that specifically relate to Affiliate’s use of the Content and Suppression Lists.  Notwithstanding the foregoing, if MediaWhiz uncovers any material misconduct associated with Affiliate’s use of the Content and/or Suppression Lists, then the audit shall be at the sole cost and expense of Affiliate.     

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<b>PAYMENTS:</b> MediaWhiz shall pay commissions according to the payment terms of the applicable Advertising Campaign (“Commissions”) as set forth in the Affiliate Program and/or on the MediaWhiz Website.  Company shall pay Affiliate Commissions based on the Compensable Transactions recorded by the Transaction Tracking Codes approximately fifteen (15) days after the last day of a given calendar month, for Commissions earned in that month.  All determinations made by MediaWhiz in connection with the Content, Transaction Tracking Codes, Compensable Transactions and any associated payments due to Affiliate shall be final and binding on Affiliate.  Payments will be made to Affiliate provided that the applicable Affiliate account has reached a minimum of Twenty-Five Dollars ($25.00) ("Payment Threshold") in accrued revenues. Accounts that have accrued a balance that has not reached the Payment Threshold will continue to roll the amount due to Affiliate over to the next month until an amount equal to or greater than the Payment Threshold has been met. Upon termination of this Agreement, all legitimate funds due to Affiliate, even amounts below the Payment Threshold, will be paid during the next billing cycle.  MediaWhiz, in its sole discretion, may withhold any and all payments due and owing to Affiliate until such time as the applicable Advertiser has paid MediaWhiz for the associated Advertising Campaign.  MediaWhiz reserves the right to reduce any and all payments owed to Affiliate where Advertiser has offset payments owed to MediaWhiz.  Notwithstanding the foregoing, MediaWhiz’s services do not involve investigating or resolving any claim or dispute involving Affiliate and any Advertiser or other third party.  MediaWhiz shall compile, calculate and post on the MediaWhiz Website data derived from the Transaction Tracking Codes and otherwise that MediaWhiz has used to determine Affiliate’s billing and the associated Commissions due to Affiliate (the “Data”).  Any questions or disputes regarding the Data must be submitted in writing to MediaWhiz within five (5) business days of the date that the Data is posted on the MediaWhiz Website; otherwise, the information contained therein will be deemed accurate and accepted by Affiliate.  MediaWhiz will investigate and resolve any Data-related questions or disputes in its sole discretion.  If, due to any impairment of the Transaction Tracking Codes or any other reason, MediaWhiz is unable or fails to provide Affiliate with accurate and/or complete Data, MediaWhiz shall calculate Compensable Transactions (“Projected Compensable Transactions”), based upon: (1) Affiliate’s average monthly Compensable Transactions recorded by MediaWhiz for the applicable Advertising Campaign, prorated for any shorter or longer period of time, where data is available to calculate a monthly average; or (2) such amount that MediaWhiz reasonably determines is due and owing, in its sole discretion, where data needed to calculate Affiliate’s average monthly Compensable Transactions is unavailable.  MediaWhiz shall not be responsible to pay Affiliate on any eligible Commissions where: (i) the applicable Compensable Transaction involves the generation of leads, and the applicable leads delivered by Affiliate are comprised of consumers that have previously registered for, opted-in to and/or are already a member and/or an applicable campaign customer of the applicable Advertiser, as the case may be; and/or (ii) the subject e-mail recipient did not opt-in to receiving e-mail marketing from Affiliate.  MediaWhiz will not pay Commissions on any billings: (a) that occur before Affiliate is accepted into the Affiliate Program; (b) that occur after termination of this Agreement or any applicable Advertising Campaign; and/or (c) if Affiliate is in breach of any term contained in this Agreement.  MediaWhiz will not pay any Commissions to Affiliate unless Company has documentation to support such Commissions within the Company database and Data.  MediaWhiz may require Affiliate to provide a W-9, or similar tax identification information, as a condition precedent to receiving any Commission payments.  MediaWhiz reserves the right to withhold and/or cancel Commission payments due and owing to Affiliate at any time, in its sole discretion, when Company believes that Affiliate is in breach of any term of this Agreement.  Customers that buy products and/or services through the Affiliate Program shall not be deemed to be the customers of MediaWhiz.  All Commission payments due to Affiliate will be paid in US dollars.  

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<b>SUB-AFFILIATES:</b>  For purposes of this Agreement, any business partners or associates of Affiliate that participate in or perform any activities for Affiliate as a part of the Affiliate Program shall be deemed to be “Sub-Affiliates.”  Any and all Sub-Affiliates must be pre-approved by Company.  Company reserves the right to withhold or refuse approval of any Sub-Affiliate for any reason whatsoever, and Company may revoke its approval of a Sub-Affiliate at any time for any reason whatsoever.  All Sub-Affiliates must meet the same criteria for approval and must comply with the same terms and conditions as the Affiliate as set forth in this Agreement.  Affiliate is responsible for the acts and/or omissions of its Sub-Affiliates, and Company may revoke approval of Affiliate’s participation in any Advertising Campaign based on the acts or omissions of that Affiliate’s Sub-Affiliates.  Company reserves the right to use all legal measures necessary in order to ensure that Affiliate and its Sub-Affiliates are in compliance with this Agreement.  Affiliate shall fully and unconditionally indemnify Company for any and all actions of any Sub-Affiliate including, but not limited to, payment of legal fees and costs if necessary.

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<b>E-MAIL MARKETING POLICY/CAN-SPAM COMPLIANCE:</b>  Affiliate represents and warrants that, at all times, it will comply with all applicable state and federal laws, rules and Federal Trade Commission implementing regulations (including, but not limited to, CAN-SPAM and any international laws, rules and regulations), as well as any published rules or guidelines of the IAS networks, domains and/or e-mail service providers, with respect to its e-mail marketing.  Affiliate acknowledges that any failure to comply with this Section may, in Company’s sole discretion, result in the immediate termination of this Agreement and the forfeiture of any and all rights to any Commissions otherwise owed to Affiliate by MediaWhiz.  When performing e-mail marketing of any kind and on behalf of any Advertiser, Affiliate represents and warrants that Affiliate shall transmit commercial e-mail only to those recipients that have given Affiliate Affirmative Consent to receive e-mail advertising from Affiliate and have not revoked such consent as of the date that the commercial e-mail was transmitted to such recipient.  Affiliate must: (i) refrain from falsifying e-mail header and transmission information (including, without limitation, source, destination and routing information); (ii) not use any “subject” or “from” line that is materially false or misleading; (iii) refrain from seeking or obtaining unauthorized access to computers for the purpose of sending any and all commercial e-mail; (iv) include within all commercial e-mail sent: (a) a valid street address for both Affiliate and the Advertiser (if any); (b) a clear and conspicuous opt-out notice and functional opt-out mechanism that must remain active for at least thirty (30) days from the date that the subject e-mail was transmitted; (c) clear and conspicuous language in the body of the email identifying the message as an advertisement or solicitation by use of either header or footer information which states that the message is an advertisement or solicitation; and (d) process unsubscribe requests within three (3) days of receipt of same; (v) comply with all legal obligations and best practices with respect to unsubscribing consumers from the Affiliate’s e-mail mailing lists; (vi) at least once a week, scrub the Affiliate Database against the Advertiser suppression list, MediaWhiz suppression list and Affiliate generated suppression list (collectively, the “Suppression List”) as same will be made available on the MediaWhiz Website, subject to the provisions contained hereinbelow; and (vii) immediately notify MediaWhiz in the event that any complaint, investigation and/or litigation ensues concerning Affiliate’s or any Sub-Affiliate’s e-mail practices (whether or not such complaint, investigation and/or litigation relates to Affiliate’s relationship with MediaWhiz).  In the event any state or federal law, rule or regulation governing e-mail communications is enacted or amended after the effective date of this Agreement setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in such enacted or amended law, rule or regulation shall apply to all Affiliates with or without notice from MediaWhiz of such change in the law.

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<b>SUPPRESSION LISTS:</b>  With respect to any Suppression List generated in connection with, or made available by and through the Affiliate Program, Affiliate agrees to: (i) use such Suppression List, and the individual customer records contained therein, solely for the suppression purposes set forth herein, even after any termination of this Agreement; (ii) regularly use such Suppression List to remove any and all e-mail addresses or domains contained therein from future commercial e-mail mailings; (iii) not use the Suppression List for purposes of e-mail marketing (or provide the Suppression List to any third party for said purposes) and not send, or cause to be sent, any commercial e-mail messages to an e-mail address or domain appearing on any Suppression List; (iv) not use any Suppression List for purposes of e-mail appending in any manner whatsoever; (v) hold any Suppression List made available by MediaWhiz or any Advertiser in trust and confidence and use same solely for the suppression purposes set forth herein; (vi) not retain a copy of any Suppression List made available by MediaWhiz or any Advertiser following termination of this Agreement; and (vii) not disclose any Suppression List made available by MediaWhiz or any Advertiser to any employee, consultant, subcontractor or third party individual, corporation or entity without first ensuring said party’s written agreement to be bound by the terms of this Agreement.  Such agreement shall be immediately forwarded to MediaWhiz, upon request.  MediaWhiz reserves the right to withhold its consent to such disclosure and may, within its discretion, accordingly bar the disclosure of any and all Suppression Lists made available by MediaWhiz or any Advertiser.  Affiliate shall upload its own list of suppressed e-mail addresses to the applicable area of the MediaWhiz Website (“Suppression List Upload Section”), if such a Suppression List Upload Section is provided by MediaWhiz.  If the Suppression List Upload Section is provided by MediaWhiz, and no such e-mail addresses are supplied by Affiliate, MediaWhiz may conclude that no such addresses exist.  Affiliate further agrees and acknowledges that: (a) it has downloaded and removed the domains located on the Federal Communications Commissions (“FCC’s”) wireless domain names list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from any and all current data used in MediaWhiz mailings; and (b) any and all new data that it acquires, regardless of its source, will be scrubbed against the FCC’s wireless domain names list and that the domain names contained therein will be removed before sending any MediaWhiz mailings.  Affiliate shall maintain electronic or tangible records evidencing the removal of any email addresses from Affiliate’s lists for verification by MediaWhiz as required or requested.

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<b>COVENANTS, REPRESENTATIONS AND WARRANTIES:</b>  Affiliate hereby represents and warrants that: (i) this Agreement has been duly and validly executed and delivered by Affiliate and constitutes Affiliate’s legal, valid and binding obligation which is fully enforceable against it in accordance with its terms; (ii) Affiliate will only transmit commercial e-mail to those recipients that have given Affiliate Affirmative Consent to receive e-mail advertising from Affiliate, and have not revoked such consent as of the date that the commercial e-mail was transmitted to such recipient; (iii) Affiliate will comply with all applicable state and federal laws, rules and Federal Trade Commission implementing regulations (including, but not limited to, CAN-SPAM), international laws, rules and regulations, as well as IAS network, domain and e-mail service provider guidelines, with respect to the Affiliate Program; and (iv) Affiliate understands and agrees that MediaWhiz will enter into similar agreements with other MediaWhiz affiliates in direct competition with Affiliate.  Affiliate will be solely responsible for the development, operation and maintenance of the Affiliate Websites, Affiliate Database and for any and all materials that appear on the Affiliate Websites.  Such responsibilities include, without limitation: (a) the technical operation of the Affiliate Websites and all related equipment; (b) creating and posting content, descriptions and references on the Affiliate Websites; (c) the accuracy and propriety of materials posted on the Affiliate Website; (d) ensuring that materials posted on the Affiliate Websites do not violate or infringe upon the rights of any third party and are not defamatory, obscene, libelous, harmful, illegal or otherwise offensive; (e) ensuring that the Affiliate Websites comply with all applicable laws, rules and regulations; (f) ensuring that Affiliate’s use of the Affiliate Database will comply with all applicable privacy, data protection, credit and any other laws, statutes and governmental regulations including, without limitation, CAN-SPAM, state e-mail, deceptive marketing and privacy laws, the Fair Credit Reporting Act and the Children’s Online Privacy Protection Act; (g) ensuring compliance by any Sub-Affiliates with the terms of this Agreement including, without limitation, compliance with CAN-SPAM, e-mail marketing policy, suppression list usage and privacy terms; (h) ensuring that each such Affiliate Website shall, at all times during the term of this Agreement, maintain a privacy policy (“Affiliate Privacy Policy”) that complies with applicable law; (i) that the Affiliate Privacy Policy shall explain that each such Affiliate Website allows third parties, including Advertiser, to serve the Content within its media; and (j) that the Affiliate Privacy Policy explains that each such Affiliate Website is allowed to share any information collected therein with third parties, such as Advertiser as contemplated hereunder.

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</b>AUP:</b>  The Acceptable Use Policy ("AUP") of MediaWhiz is posted at <a href="../AUP.aspx">http://www.filinet.com/AUP.aspx</a>. This AUP is intended to describe the proper conduct and prohibited uses of the Affiliate Program. By registering for and using the Affiliate Program, and thereby accepting the terms and conditions of that AUP, you agree to abide by the AUP. The AUP is not exhaustive and MediaWhiz reserves the right to modify the AUP at any time, effective upon posting of the modified AUP to <a href="../AUP.aspx">http://www.filinet.com/AUP.aspx</a>. Changes to the AUP are effective upon posting. It is your sole responsibility to periodically review the AUP for updates. MediaWhiz does not provide notices of any changes in any manner other than by posting the changes at the website. 

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<b>DISCLAIMERS/LIMITATION OF LIABILITY:</b>  THE AFFILIATE PROGRAM, MEDIAWHIZ WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES AND CONTENT ARE PROVIDED ON AN "AS IS” AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE).  THE AFFILIATE PROGRAM, MEDIAWHIZ WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES AND CONTENT MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.  MEDIAWHIZ HAS NO LIABILITY, WHATSOEVER, TO AFFILIATE OR ANY THIRD PARTY, FOR AFFILIATE’S USE OF, OR INABILITY TO USE, THE AFFILIATE PROGRAM, THE MEDIAWHIZ WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES AND/OR CONTENT.  IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, MEDIAWHIZ IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR THERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN MEDIAWHIZ AND AFFILIATE.  THE AFFILIATE PROGRAM, MEDIAWHIZ WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES AND CONTENT WOULD NOT BE PROVIDED TO AFFILIATE WITHOUT SUCH LIMITATIONS.  MEDIAWHIZ MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE AFFILIATE PROGRAM.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY AFFILIATE FROM MEDIAWHIZ THROUGH THE AFFILIATE PROGRAM, MEDIAWHIZ WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES OR CONTENT SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.  ALL RESPONSIBILITY AND/OR LIABILITY FOR ANY AND ALL DAMAGES CAUSED BY, AND/OR THROUGH, THE AFFILIATE PROGRAM, MEDIAWHIZ WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES AND CONTENT IS EXPRESSLY DISCLAIMED.  AFFILIATE UNDERSTANDS AND AGREES THAT PARTICIPATION IN THE AFFILIATE PROGRAM AND ACCESS AND/OR USE OF THE MEDIAWHIZ WEBSITE AND CONTENT IS DONE SOLELY AT AFFILIATE’S OWN DISCRETION AND AT AFFILIATE’S OWN RISK.  AFFILIATE IS ALSO SOLELY RESPONSIBLE FOR ANY USE, OR ALLEGED USE, OF THE AFFILIATE PROGRAM, MEDIAWHIZ WEBSITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES AND CONTENT THAT MAY INFRINGE UPON A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.  UNDER NO CIRCUMSTANCES SHALL MEDIAWHIZ BE LIABLE TO AFFILIATE OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH AFFILIATE’S MARKETING EFFORTS) IN ANY MANNER WHATSOEVER ARISING FROM AFFILIATE’S PARTICIPATION IN THE AFFILIATE PROGRAM.  COMPANY’S MAXIMUM AGGREGATE LIABILITY TO AFFILIATE AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE EQUAL TO THE MONEY PAID BY MEDIAWHIZ TO AFFILIATE DURING THE PRECEDING SIX (6) MONTHS.

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<b>PROPRIETARY RIGHTS:</b>  The organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to the Affiliate Program, Content, Data, Suppression Lists made available by MediaWhiz or any Advertiser, Transaction Tracking Codes and the MediaWhiz Website are protected under applicable copyright, trademark and other proprietary (including, without limitation, intellectual property) rights.  The usage, copying, redistribution and/or publication by Affiliate of any part of the Affiliate Program, Content, Data, Suppression Lists made available by MediaWhiz or any Advertiser, Transaction Tracking Codes and the MediaWhiz Website, other than as contemplated hereunder, are strictly prohibited.  Affiliate does not acquire any ownership rights to the Affiliate Program, Content, Data, Suppression Lists made available by MediaWhiz or any Advertiser, Transaction Tracking Codes and/or the MediaWhiz Website.  The availability of the Affiliate Program, Content, Data, Suppression Lists made available by MediaWhiz or any Advertiser, Transaction Tracking Codes and the MediaWhiz Website does not constitute a waiver of any rights related thereto.  

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<b>PUBLICITY/CONFIDENTIALITY/NON DISCLOSURE:</b>  Affiliate agrees that MediaWhiz may use Affiliate’s name, company name and/or likeness, the Affiliate Websites addresses and any associated information in Company’s marketing materials and press releases, without compensating Affiliate.  Affiliate shall not create, publish, distribute or permit any written material that makes reference to MediaWhiz without first submitting such material to Company and receiving Company’s prior written consent, which Company may withhold in its sole discretion.  For purposes of this Agreement, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of this Agreement by one party (“Disclosing Party”) to the other party (“Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to: (a) a party’s business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, processes, methodologies, trade secrets, customer and vendor lists, personally identifiable customer information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format; (b) the material terms of this Agreement and/or any associated Advertisers and/or Advertising Campaigns; and (c) any information marked or designated by the Disclosing Party as confidential.  The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in this Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers: (i) who need to know such information in order for the Receiving Party to perform its obligations hereunder; and (ii) who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein.  Confidential information shall not include any information that the Receiving Party can verify with substantial proof: (i) is generally available to or known to the public through no wrongful act of the receiving party; (ii) was independently developed by the Receiving Party without the use of Confidential Information; or (iii) was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party.  The information and services provided through the Affiliate Program and the Content are proprietary in nature and, by enrolling, Affiliate acknowledges that Affiliate is not a competitor of MediaWhiz and agrees not to share this information with any competitors of MediaWhiz. The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be further entitled to injunctive relief, without the requirement to post bond.  This Section shall survive any termination of this Agreement for a period of five (5) years.  

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<b>NON-SOLICITATION:</b>  Affiliate recognizes that MediaWhiz has proprietary relationships with the affiliates, Advertisers and other third-parties that participate in the Affiliate Program. Affiliate agrees not to circumvent MediaWhiz’s relationship with such affiliates, Advertisers and third-parties, or otherwise offer, make available, provide, contract for or otherwise perform, directly or indirectly, advertising, marketing or promotional services similar to the services performed by affiliates in the Affiliate Program for any affiliate, Advertiser or third-party publisher that is known, or should reasonably be known, by Affiliate to participate in the Affiliate Program, during the term of this Agreement and for the one (1) year period following termination or expiration of this Agreement.  Notwithstanding the foregoing, to the extent that Affiliate can show that any such affiliate, Advertiser or third-party already obtained such services from Affiliate prior to the date of this Agreement, then Affiliate shall not be prohibited from continuing such relationship.

INDEMNIFICATION:  Affiliate agrees to indemnify, defend and hold harmless Company, its parents, affiliates and/or subsidiaries, and each of their respective officers, directors, partners, members, managers, employees, agents and attorneys, from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from or related to: (i) Affiliate’s, or a Sub-Affiliate’s, breach of this Agreement and/or any representation or warranty contained herein; (ii) the Affiliate Websites, Sub-Affiliate websites, Affiliate Database, Sub-Affiliate databases and/or Affiliate’s or any Sub-Affiliate’s marketing practices; (iii) any third party allegation or claim against MediaWhiz relating to a violation of any state and federal laws regarding Affiliate’s or any Sub-Affiliate’s online marketing including, but not limited to, CAN-SPAM and/or any state and federal laws regarding privacy and deceptive trade practices; (iv) any allegation that Affiliate or a Sub-Affiliate has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; (v) any non-Advertising Campaign related content, goods or services offered, sold or otherwise made available by Affiliate on and through the Affiliate Websites, Sub-Affiliate websites, Affiliate Database, Sub-Affiliate databases or otherwise; (vi) any claim that MediaWhiz is obligated to pay any taxes in connection with Affiliate’s participation in the Affiliate Program; and/or (viii) Affiliate’s participation in the Affiliate Program, in any manner whatsoever. You will promptly assume such defense with counsel reasonably acceptable to us upon written notice to you of such Claim.  We also reserve the right to participate in the defense at our sole expense.  You agree that you will not settle any Claim without our prior written approval of MediaWhiz.  Affiliate shall immediately notify MediaWhiz if Affiliate receives notice of any complaints, inquiries or investigations related to the Affiliate Websites, Sub-Affiliate websites, Affiliate Database, Sub-Affiliate databases or any other violations in connection with Affiliate’s or any Sub-Affiliate’s business whether or not Affiliate is obligated to indemnify MediaWhiz for such claim hereunder.

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<b>FORCE MAJEURE:</b>  Affiliate agrees that MediaWhiz will not be liable, or be considered to be in breach of this Agreement, on account of Company’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond Company’s reasonable control and that Company is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”).  If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, Company will give Affiliate notice and will use commercially reasonable efforts to minimize the impact of any such event.

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<b>MISCELLANEOUS:</b>  This Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles).  Any dispute arising out of or relating to this Agreement shall be resolved in a binding arbitration under the auspices of the American Arbitration Association in New York, New York in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association.  In addition to all other rights and remedies a party may have, the prevailing party in any arbitration or legal action shall be entitled to an award of its reasonable attorneys' fees and costs.  Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction.  This binding arbitration provision shall not, however, prevent either party from seeking equitable or injunctive relief in a court of competent jurisdiction.  Affiliate agrees that any unauthorized and/or unlawful use of the Affiliate Program would result in irreparable injury to MediaWhiz for which monetary damages would be inadequate.  In such event, MediaWhiz shall have the right, in addition to other remedies available to it pursuant to this Agreement, to immediate injunctive relief against Affiliate without the need to post a bond.  Nothing contained in this Agreement shall be construed to limit any legal remedies available to MediaWhiz. MediaWhiz and Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.  Company’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.   Any attempt by any individual, whether or not an Affiliate, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Affiliate Program, is a violation of both criminal and civil law and MediaWhiz will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.  This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and MediaWhiz’s successors and assigns.  Affiliate is not permitted to transfer any rights and obligations pursuant to this Agreement.  Any attempt to do so will result in the immediate termination of this Agreement.  For technical/general questions, please contact: <a href="javascript:GetEmailLinkl(1)"><script> GetEmailLinkl(2);</script></a>

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<b>ELECTRONIC SIGNATURES:</b> Affiliate acknowledges and agrees that by clicking on the button labeled “I Agree” or such similar links as may be designated by MediaWhiz to accept this Agreement, Affiliate is submitting a legally binding electronic signature and is entering into a legally binding contract. Affiliate acknowledges that Affiliate’s electronic submissions constitute Affiliate’s agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, AFFILIATE HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY MEDIAWHIZ. Further, Affiliate hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.  

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Acknowledged and Agreed by:

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Signature: _____________________________

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<P class="Normal"><FONT face="Verdana, Arial, Helvetica, sans-serif" size="1"><SPAN style="COLOR: black; FONT-FAMILY: Verdana">

Company Name: ________________________

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First Name: ____________________________

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Last Name: ____________________________

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Title: _________________________________

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Date: ____ / ____ / ______ 

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Fax this entire document to:

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MediaWhiz Holdings, LLC

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Attention: MediaWhiz Affiliate Agreement

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Fax: ____________

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Effective January 1st 2008        

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