Terms
Sidetick, LLC Advertising/Marketing Regulatory Compliance Policy [Revised 7.10.08] 1. Scope & Objectives. Scope. Sidetick, LLC ("Company") has adopted this Advertising/Marketing Regulatory Compliance Policy ("Compliance Policy" or "Policy" to apply to all activities undertaken and materials utilized in all internet advertising and marketing campaigns conducted by Company or any of its registered Affiliate network member companies (collectively the "Affiliates" and each individually an "Affiliate" Objectives. This Policy is intended to achieve the following objectives: Compliance with Law. The Company should conduct its advertising and marketing campaigns and utilize campaign peripherals in accordance with federal, state and local laws and regulations and should take reasonable measures to ensure that Affiliates' programs are also legally compliant. Protection of Customers. The Company is committed to providing consumers with information relating to high quality financial alternatives. In completing this mission, the Company will take all reasonable steps to ensure the security of the consumer data which is gathered in the course of its marketing activities. These goals will apply with equal force to activities conducted by the Company or by any of its registered Affiliates. Qualified Affiliate Membership. Initial acceptance and continued membership in Company's Affiliate network should be contingent upon each Affiliate's strict compliance with this Policy with infractions addressed immediately and penalties assessed appropriately to include, without limitation, written reprimand/warning, temporary suspension of Affiliate membership, and permanent removal from the Company's Affiliate program. 2. Administration. Compliance Manager. The Company's management should designate one individual to serve as compliance manager (the "Compliance Manager" until his or her successor is appointed. The Compliance Manager will oversee the day-to-day implementation of this Policy and supervise, and provide guidance to, the Company's department leaders and employees with respect to the specific implementation of this Policy. In the absence of a formal appointment of a Compliance Manager, the General Counsel shall serve as the individual overseeing the implementation and operation of this Policy. 3. New Affiliate Registration. A. Company will require each prospective Affiliate who is an individual to provide to Company its first and last name, physical address, country, telephone number, email address, date of birth, and social security number or FEIN for tax reporting purposes. B. If the prospective Affiliate is a corporation, partnership, proprietorship, limited liability company, or other organization or legal entity and not a natural person - Company will also require from that prospective Affiliate identification of the state in which the Affiliate is organized or incorporated, the first and last name, physical address, country, telephone number, email address, and date of birth for the natural person(s) who owns, manages, or controls that prospective participant. In instances where the ownership or management is shared by more than three (3) persons, such documentation from the three individuals holding the largest share of ownership interest or the three individuals holding the top ranking management roles in their respective organization shall be adequate to satisfy this documentation requirement. C. Before a prospective Affiliate is accepted into Company's Affiliate program, Company will: 1. provide to each prospective Affiliate a copy of Company's Compliance Policy; 2. obtain from each prospective Affiliate an express agreement to comply with Company's Compliance Policy, as well as the CAN-SPAM Act and the Federal Trade Commission Act; and 3. obtain from each prospective Affiliate a signed and dated statement acknowledging receipt of Company's Compliance Policy. D. Any prospective Affiliate who will use sub-affiliates, employees, agents, or sub-contractors to perform work on behalf of Company or a Company customer will provide identifying information to Company concerning those persons as if each one of them were seeking qualification as and Affiliate. This identifying information shall be provided prior to or immediately following the prospective Affiliate's and its sub-affiliate's participation in marketing activities on behalf of Company or a Company customer. 4. Review of New Affiliate Marketing Materials Prior to Campaign Launch A. Company will require each new Affiliate to submit to Company, at least three (3) business days prior to the start of its first email marketing campaign on behalf of Company or a Company customer, the following information: 1. a certification as to how the Affiliate obtained each email address that the Affiliate intends to use in such email marketing campaign; 2. the proposed 'from' line, 'subject' line, body, and source code for each email message intended to be used in the email marketing campaign; 3. the email address(es) from which each email marketing campaign will be sent; and 4. the proposed dates on which the email messages will be sent. B. After receiving this information and prior to the start of the new Affiliate's first email marketing campaign, Company will review the email campaign for compliance with the CAN-SPAM Act, the Federal Trade Commission Act, and Company's Compliance Policy. 1. If Company determines that the email marketing campaign is not in compliance with the CAN-SPAM Act, the Federal Trade Commission Act, and/or Company's Compliance Policy, Company will take immediate steps to ensure that the email marketing campaign is not initiated on behalf of Company or a Company customer and Affiliate shall not run such campaign until the same is sufficiently modified to bring it into compliance to the reasonable satisfaction of Company. C. If the new Affiliate will also host a web page that consumers will access as part of the marketing campaign, the Affiliate will also submit to Company, at least three (3) business days prior to the start of the marketing campaign, the following: 1. a certification that no information provided by any consumer on any web page will be pre-populated on any other web page; 2. a certification that the Affiliate will take reasonable steps to provide for the security and confidentiality of information provided by consumers on secured web pages hosted by the Affiliate which shall be adequately encrypted and authenticated; and 3. a copy of any such web page, including source code, that will be made available to consumers as part of a marketing campaign on behalf of Company or a Company customer. D. After receiving this information and prior to the start of any Affiliate's marketing campaign on behalf of Company or a Company customer, Company will review the web page for compliance with the Federal Trade Commission Act and Company's Compliance Policy. If Company determines that a web page is not in compliance with the Federal Trade Commission Act and/or Company's Compliance Policy, including but not limited to the pre-populating of consumer's information and failure to take reasonable steps to protect the security and confidentiality of consumer's information, Company will take immediate steps to ensure that the marketing campaign is not initiated, and that the web page is not made available, on behalf of Company or an Company customer and Affiliate shall not run such campaign until the same is sufficiently modified to bring it into compliance to the reasonable satisfaction of Company. 5. Affiliate Network Monitoring Program A. Whenever a current Affiliate makes a modification to its current marketing campaign including the addition of new marketing techniques, the Affiliate will need to re-qualify itself with Company as if Affiliate were seeking initial entry into Company's Affiliate network. B. At least three (3) business days prior to the start of any new email marketing campaign, each Affiliate must submit to Company a sample of each unique email message that the Affiliate plans to disseminate to consumers on behalf of Company or an Company customer. 1. Prior to the beginning of any Affiliate's email marketing campaign, Company will review each unique sample message for compliance with the CAN-SPAM Act, the Federal Trade Commission Act, and Company's Compliance Policy, including but not limited to, review of the message's 'from' line, 'subject' line, body, and opt-out mechanism. 2. If Company determines that any message may not comply with the CAN-SPAM Act, the Federal Trade Commission Act, or Company's Compliance Policy, Company will take immediate steps to ensure that the message is not initiated to consumers on behalf of Company or a Company customer and Affiliate shall not run such campaign until the same is sufficiently modified to bring it into compliance to the reasonable satisfaction of Company. C. Each Affiliate shall report all complaints received from any source, including a consumer or a regulator, to Company within 24 hours of initial receipt of any complaint. Company will promptly and fully investigate each complaint received by Company and Affiliate shall fully cooperate with such investigation. Company shall maintain a log or record of each complaint received and how each was resolved. Affiliates that receive an excessive number of complaints may be subject to termination from the Company's Affiliate program. D. Affiliates shall process all opt-out requests received from consumers within five (5) calendar days from receipt of request and to forward those requests to Company immediately for additional processing. E. Company will randomly seed Affiliates' email address lists with its own email addresses to ensure that Affiliates are complying with the CAN-SPAM Act, the Federal Trade Commission Act, and Company's Compliance Policy. F. Each Affiliate shall create, maintain, and retain records and documents necessary to demonstrate each Affiliate's compliance with the CAN-SPAM Act, the Federal Trade Commission Act, and Company's Compliance Policy. These records and documents shall include at minimum records of samples of each unique email message sent on behalf of Company or a Company customer, each unique web page operated by the Affiliate in the course of offering a product or service on behalf of Company or a Company customer, each opt-out request submitted by a consumer and processed timely by Affiliate, and each complaint submitted by a consumer. These records are open to inspection by Company during normal business hours by providing Affiliate with no less than two (2) business days notice in advance of scheduled inspection. The submission of the above requested records/documentation in an agreed upon report format shall satisfy this inspection provision. 6. Mandatory Disciplinary Action Required for Non-Complaint Affiliates Company will immediately terminate from Company's Affiliate marketing program and cease payment to any Affiliate who Company reasonably concludes has initiated email messages or operated web pages on behalf of Company or an Company customer that violate the CAN-SPAM Act or the Federal Trade Commission Act. Company will also immediately terminate from Company's Affiliate marketing program and cease payment to any Affiliate who has failed to provide the information required by Section 5(f) of this Policy. For other violations of this Policy, the Compliance Manager, acting in conjunction with the General Counsel and the remainder of senior management of the Company will determine appropriate responses which may be reprimand, suspension or termination. On the web page where a person or entity registers to become a Company Affiliate, Company will clearly and conspicuously disclose that a violation of the CAN-SPAM Act, the Federal Trade Commission Act, or Company's Compliance Policy will result in immediate termination of the person's or entity's Affiliate account and the forfeiture of all monies earned or owed to that person. 7. Policy Review and Amendment. At least annually, the Company should review this Policy to determine whether legal or business requirements warrant any amendments thereto. The Company may at any time amend, modify, waive or revoke all or any portion of this Policy or adopt one or more new policies in lieu thereof.

Affiliate Advertising



SIDETICK, LLC. AFFILIATE ADVERTISING Last Updated: July 23, 2008 THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN YOU AND SIDETICK, LLC. ("SIDETICK"). BY ENROLLING IN THE SIDETICK AFFILIATE ADVERTISING PROGRAM, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY SUCH CONTSTITUENT TERM AND CONDITION. 1. Definitions. This Agreement contains the complete terms and conditions that apply to you when you join, or attempt to join, the SIDETICK affiliate advertising program (the "Program"). The purpose of this Agreement is to allow for the linking between your website and SIDETICK's website(s). As used in this Agreement: "we," "us" and "our" means SIDETICK; "Distributor" means an individual and/or legal entity approved to distribute Creatives, as defined hereinbelow, as well as the respective shareholders, directors, officers, executives, members, employees, affiliates, agents and/or representatives of the individual or legal entity; "you" means the applicant and/or Distributor; "Site" means a World Wide Web site and, depending on the context, refers either to SIDETICK's Site or the Site that you will link to our Site; "Click" means a method that takes the Internet user, as determined by the IP address, from an authorized linked banner or text link from your Site to our Site; and "Sign Up" means an Internet user that has accessed an authorized link from your Site to our Site and successfully subscribed to (filled out correctly and accepted the terms and conditions of) one of SIDETICK's advertising campaigns available by and through the Program (each, an "Advertising Campaign"). 2. Term of Agreement. This Agreement will begin upon your receipt of an SIDETICK generated account number following our acceptance of your Distributor application and will end when terminated by either party. SIDETICK reserves the right to reject any application for any reason, or no reason, whatsoever. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written or e-mail notice of termination. Upon termination of this Agreement by either party, you shall immediately cease your use of all Creatives and halt offering access to any and all SIDETICK Advertising Campaigns. 3. Creatives. You will be responsible for the content, style and placement of the hyperlinks and associated banners, buttons, graphics, text links, e-mails, e-newsletters, e-zines and the like (collectively, "Creatives") available for use by Distributors. SIDETICK either creates or modifies Creatives on behalf of SIDETICK's advertising clients for use in Advertising Campaign(s). Unless otherwise provided for herein, you may not alter, edit, modify and/or otherwise change Creatives. ALTERING OR IN ANY OTHER WAY EMPLOYING UNAUTHORIZED ADVERTISING TECHNIQUES, SUCH AS USING A BANNER OR TEXT LINK FOR PURPOSES OF E-MAILING, IS STRICTLY PROHIBITED AND WILL RESULT IN YOUR IMMEDIATE TERMINATION FROM THE PROGRAM WITHOUT COMPENSATION. At our Site, Distributors may access a complete menu of Program Creative options (hereinafter, the "Farm") to choose from. If you would like to modify or use other Creatives not appearing at the Farm, you must obtain our prior written or e-mail authorization to do so. However, you may add or delete approved Creatives from your Site at any time without our approval. New Creatives will be posted to the Farm from time to time. It is your responsibility to ensure that you employ the most recent version of any Creatives. Notwithstanding anything contained herein to the contrary, all right, title and interest including, without limitation, all trademarks and copyrights, in any and all Creatives shall remain solely with SIDETICK. For each Creative, you will receive no rights other than the limited, non-exclusive, non-transferable and revocable license to use the Creatives at your Site and/or in e-mail campaigns pursuant to this Agreement. 4. License Grant. As a Distributor, you are granted a limited, non-exclusive, non-transferable and revocable license to access and use the Program, Creatives, Advertising Campaigns, Farm and our Site in accordance with the terms of this Agreement. SIDETICK may terminate this license, and the Agreement, at any time for any reason, in our sole discretion. You may access our Site on one computer for your own use. Unless otherwise provided for herein, no part of the Program, any Advertising Campaign and/or our Site may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer and/or transfer the Program, Creatives, Advertising Campaigns, the Farm and/or our Site, or any portion thereof. SIDETICK reserves any and all rights not explicitly granted in this Agreement. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Program, Advertising Campaigns and/or our Site. You may not take any action that imposes an unreasonable or disproportionately large load on SIDETICK's infrastructure. 5. Proprietary Rights. All rights, title and interest in and to any and all customers, and their associated data including, but not limited to, associated names, addresses, URLs, financial profiles and any and all other information submitted to SIDETICK, shall be owned exclusively by SIDETICK. The terms of this Section 5 shall survive any termination of this Agreement. 6. Site/Affiliate Responsibility. You will be solely responsible for developing, operating and maintaining your Site, as well as for all materials that appear on your Site. Further, you agree to indemnify, defend and hold us harmless from and against any and all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and content of your Site. In addition, you agree that you have no right, title or interest in or to the Creatives, even to the extent that we permit you to create and/or modify any Creatives. You also agree not to apply for any type of trademark and/or copyright registration for any of the Creatives (or any Creatives similar there to) anywhere around the world. As part of your Site responsibility, you agree that you will not engage, participate or become involved in any action that could be construed as tarnishing and/or damaging to the reputation of SIDETICK and/or SIDETICK's advertising client(s). Furthermore, you agree that your Site information including, but not limited to, name(s), URL, traffic counts, etc., may be used by SIDETICK for any purpose whatsoever. You are responsible for any and all of your sub-affiliates, and their associated actions or inactions, with respect to their working with you in connection with this Program. In accordance with this obligation, you represent and warrant that all of your sub-affiliates will be apprised of the SIDETICK Anti-Spam Policy and that they shall agree to comply with same at all times when assisting you as a Program Affiliate. SIDETICK will attempt to target any penalties for violation of the SIDETICK Anti-Spam Policy or any other provision of this Agreement directly against the applicable offending sub-affiliate. You agree that you will contact any such sub-affiliate immediately once a violation has been identified by SIDETICK, and you will be responsible for and will take appropriate measures to immediately remedy such violation by the offending sub-affiliate and/or, if requested by SIDETICK, to immediately terminate the offending sub-affiliate from working with you in connection with the Program. In the event that you fail to remedy any violation by a sub-affiliate to the satisfaction of SIDETICK, SIDETICK may, in its sole discretion, proceed against you with respect to the violation and/or terminate this Agreement. Further, you agree to indemnify, defend and hold SIDETICK harmless from and against any and all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the actions or inactions of your sub-affiliates. 7. Site Type and Content. SIDETICK, in its sole discretion, reserves the right not to accept into the Program, and/or to subsequently reject, any websites that contain any controversial or unacceptable content including, but not limited to, adult websites that promote pornography or sexual material of any kind. Should SIDETICK determine, in its sole discretion, that you are in violation of this Section 7, SIDETICK shall have the right to immediately terminate this Agreement and cease all payments otherwise due to you under this Agreement. Such termination, or waiver thereof, shall in no way constitute a waiver of any other Section of this Agreement. 8. Payments and Reporting. SIDETICK shall compensate you in the amounts, at the times and under the terms and conditions set forth in the payment schedule associated with each Creative ("Payments"). Payments are not payable until SIDETICK receives the associated payment from its applicable client(s). SIDETICK shall remit any Payments due and owing to you thirty (30) days following the receipt of invoice in which corresponding funds are received by SIDETICK from its client(s) (the "Pay Period"). Notwithstanding anything contained herein to the contrary, SIDETICK shall not be obligated to make any Payment to you unless and until the aggregate amount of Payments due to you equals or exceeds one hundred dollars ($100.00). Any earned but unpaid Payments shall carry over to the next Pay Period. SIDETICK's reporting and statistics shall be the basis for billing and related Payments. Reports and statistics shall be finalized and available no earlier than twenty (20) days following the close of any Pay Period. 9. Spamming and Falsification. Should SIDETICK, in its sole discretion, determine that you are guilty of "SPAMMING" (any form of e-mailing in violation of the CAN-SPAM Act of 2003, as amended from time to time ("CAN-SPAM") and/or other applicable law, rule or regulation), providing false account information, falsely increasing your number of Clicks, violating CAN-SPAM and/or acting or attempting to act in any false, misleading or illegal manner, SIDETICK shall have the right to immediately terminate this Agreement and cease all payments otherwise due to you under this Agreement. Such termination, or waiver thereof, shall in no way constitute a waiver of any other Section of this Agreement. 10. SIDETICK Anti-Spam Policy. In order to qualify to become an SIDETICK Distributor, applicants must submit a valid "Abuse Email Address." For purposes of these Terms & Conditions, "Abuse Email Address" shall be defined as a designated Distributor email address to which SIDETICK may forward any and all Distributor account-related quality control and/or spam related issues. By submitting your Distributor "signup" form, you have expressly agreed to all of these Terms & Conditions, as well as all applicable state and federal laws governing the transmission and content of commercial emails including, but not limited to, the CAN SPAM Act of 2003. The Impulse anti-spam policy is set forth in detail below: SPAMMING IS NOT PERMITTED IN ANY MANNER WHATSOEVER BY DISTRIBUTORS. If you spam, your link to the respective SIDETICK Advertising Campaign(s) will be immediately disabled. In order to prevent unauthorized e-mail practices, SIDETICK has instituted this Anti-Spam Policy that sets forth the minimum standards that SIDETICK requires its Distributors to adhere to in light of current laws, rules and regulations governing the transmission of e-mail and industry best practices. In the event that any state or federal law, rule or regulation governing the sending of 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 Distributors in the Program. Notwithstanding anything contained herein to the contrary, e-mail transmitted pursuant to this Agreement MUST be addressed to "permission" or "opt-in" based e-mail addresses. Furthermore, every e-mail must meet the standards set forth in subsections (a) to (j) hereinbelow to prevent your account from being disabled for SPAM-related violations. (a) Distributor shall send e-mail pursuant to this Agreement solely to recipients that have actively opted-in to receive such e-mail. (b) Distributor shall not transmit e-mail to any e-mail address appearing on its own suppression list or the suppression list of SIDETICK. Distributor is responsible for updating its own suppression list, on a daily basis, with e-mail addresses that appear on the regularly updated SIDETICK suppression list. Distributor agrees to hold the SIDETICK suppression list in trust and confidence and agrees that same shall be used for the sole purpose of removing any e-mail addresses contained therein from the applicable Distributor-owned and/or controlled mailing lists or to otherwise act to suppress from the receipt of future commercial e-mail messages such constituent e-mail addresses. (c) Distributor shall ensure that each e-mail includes: (i) Distributor's true and correct sender e-mail address and associated transmission/routing information; (ii) clear and conspicuous opt-out instructions in the body of the e-mail and, if required by applicable law, in the first line of the text; (iii) a toll-free telephone number or a valid and functional e-mail address to which a recipient may manually send complaints and/or contact for purposes of opting-out from receiving future e-mail transmissions; (iv) accurate information regarding how the recipient opted-in to receive e-mail messages; (v) Distributor's valid physical address; and (vi) any identifier and/or disclaimer SIDETICK requires. Distributor shall not, without SIDETICK's prior written approval, include any redirect hyperlinks and/or frames in any e-mail. Without limiting the foregoing, in no event may Distributor forge e-mail header information and/or otherwise engage in false or misleading conduct. (d) Distributor shall: (i) make adequate disclosures, as required by law, to those individuals on its e-mail list(s) regarding its privacy and security policies; (ii) respond to all complaints within one (1) business day after Distributor becomes aware of the complaint; (iii) provide SIDETICK with a copy of every complaint, immediately upon Distributor's receipt thereof; (iv) implement any corrective action SIDETICK may specify and require; and (v) comply with any legal and/or other requirement that SIDETICK may reasonably request. (e) Distributor must provide in the body of every e-mail a simple, automated procedure for the recipient to opt-out from receiving subsequent e-mail transmissions. Distributor must immediately cease transmitting subsequent e-mails to any e-mail address for which Distributor receives an unsubscribe request (this process may take no longer than five (5) to effectuate). (f) Distributor must additionally provide a manual opt-out procedure (e.g., an e-mail address to which a message may be sent to opt-out from the receipt of future mailings) for those recipients that wish to terminate their subscription(s), but are unable or unwilling to follow the standard, automated procedures. (g) Distributor must ensure that they employ proper list management procedures, such as the pruning of invalid and/or undeliverable e-mail addresses. (h) Distributor must take adequate steps to ensure that their e-mail lists are not used for: (i) abusive purposes, such as transmitting malicious e-mails and/or chain letters; and (ii) violating the Children's Online Privacy Protection Act ("COPPA"). (i) Distributor must not initiate the transmission of e-mail to an e-mail address appearing in its, or any other party's, suppression list. (j) Distributor shall not use any suppression list(s) for purposes of e-mail appending in any manner, whatsoever. (k) Distributor shall examine the terms and conditions under which third-party e-mail lists were originally compiled to ensure that all recipients appearing therein have in fact opted-in to the type of e-mail Distributor intends to transmit. Distributor shall ensure that all third-party lists used by, or on behalf of, Distributor were collected by the third-party source in accordance with the same standards contained in this SIDETICK Anti-Spam Policy. Distributor must create a new e-mail list whenever Distributor intends to substantially change the subject matter or frequency of e-mail messages. Although notification about a new e-mail subscription list may be appropriate as to recipients on an existing e-mail subscription list, such e-mail list subscribers should never be automatically subscribed to a new e-mail list. For example, if Company A acquires Company B, and Company B has compiled opt-in mailing lists, Company A should not automatically incorporate Company B's mailing lists into its own mailing lists. (l) Affiliate further agrees and acknowledges that: a) it has downloaded and removed the domains located on the FCC's wireless domain names list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from any and all current data used in SIDETICK mailings; and b) any and all new data that it acquires, regardless of its source, will be run and/or scrubbed against the FCC's wireless domain names list and that the domain names contained therein will be removed before sending any SIDETICK mailings. 11. Customers. An Internet user that Clicks on our Creatives and submits information through any of the SIDETICK advertising campaigns shall be deemed to be the customer of SIDETICK. As such, all SIDETICK rules, policies and procedures concerning such customers shall apply, including any and all changes to our rules, policies and procedures. 12. Idle Accounts. Should your Distributor account remain idle for four (4) consecutive Pay Periods, as defined hereinbelow, SIDETICK may close your account after first sending notice to your last known e-mail address 13. Representations and Warranties. You represent and warrant to us that: (a) the information that you supplied when enrolling in the Program is true and correct; and (b) to the extent that you are a legal entity, that you are duly incorporated or organized, validly existing and in good standing, duly qualified and licensed to do business, able to carry out your obligations under this Agreement and that the execution, performance and delivery of this Agreement does not violate any existing agreement to which you are a party, or by which you are bound. 14. Indemnification. You shall indemnify, defend and hold us and our members, directors, officers, executives, employees, shareholders, agents, sub-contractors, representatives, affiliated companies and advertising clients (each, a "Covered Party") harmless from and against any and all claims, actions, suits, damages, injuries, losses, deficiencies, liabilities, obligations, commitments, causes of action, costs or expenses of any kind or nature (including reasonable legal fees and other expenses incurred in investigating and defending against same, and associated interest) incurred by such Covered Party resulting from any breach of the representations, warranties, covenants, agreements and obligations assumed by you hereunder and any gross negligence or willful misconduct engaged in by you or your members, partners, officers, employees, agents, subsidiaries, parents and/or affiliates in connection with your operation under this Agreement. Furthermore, you shall notify us of any legal claim, demand, right or cause of action asserted, instituted or threatened against us that arises from or in connection with this Agreement, whether or not you are obligated to indemnify us for such claim as provided for hereunder. The terms of this Section 14 shall survive the termination of this Agreement. 15. Disclaimers. SIDETICK PROVIDES THE PROGRAM, ADVERTISTING CAMPAIGNS, CREATIVES, FARM AND OUR SITE ON AN "AS IS AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE PROGRAM, ADVERTISING CAMPAIGNS, CREATIVES, FARM AND OUR SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS AND/OR OTHER LIMITATIONS. 16. Limitation of Liability. SIDETICK, AND EACH COVERED PARTY (AS DEFINED IN SECTION 14 HEREINABOVE), HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY WHATSOEVER FOR YOUR USE OF, OR INABILITY TO USE, THE PROGRAM, ADVERTISING CAMPAIGNS, CREATIVES, FARM AND/OR OUR SITE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, SIDETICK AND EACH COVERED PARTY, IS NOT LIABLE TO YOU OR TO ANY THIRD PARTY 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 OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SIDETICK. THE PROGRAM, ADVERTISING CAMPAIGNS, CREATIVES, FARM AND OUR SITE, AND ANY INFORMATION CONTAINED THEREIN, WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SIDETICK THROUGH ANY OTHER MEANS SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY CONTAINED WITHIN THIS AGREEMENT. 17. Confidentiality. As used herein, "Confidential Information" shall mean: (a) SIDETICK's proprietary information; (b) information marked or designated by SIDETICK as confidential; (c) information otherwise disclosed in a manner consistent with its confidential nature; and (d) information of SIDETICK conveyed to Distributor, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by Distributor to be treated as confidential. Distributor acknowledges that, as a result of this Agreement and its participation in the Program, SIDETICK may disclose Confidential Information to Distributor. Distributor agrees to hold Confidential Information in trust and confidence and agrees that same shall be used solely for purposes set forth in this Agreement and not disclosed and/or transferred to any third party for any reason, whatsoever, without SIDETICK's prior written authorization. In particular, but not as a limitation thereof, Distributor explicitly agrees not to share Confidential Information with SIDETICK's competitors. Moreover, Distributor hereby represents and warrants that it is not a competitor of SIDETICK. Additionally, Distributor will restrict disclosure of Confidential Information to its employee(s), authorized agent(s) and independent contractors to whom disclosure is absolutely required, and ensure that such employee(s), authorized agent(s) and/or independent contractor(s) will use reasonable care, but not less care than they use with respect to their own information of like character, to prevent disclosure of any Confidential Information. Nothing contained in this Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed under this Agreement. This Section 17 shall survive any termination of this Agreement for a period of three (3) years thereafter. Distributor agrees that monetary damages for breach of confidentiality under this Section 17 may not be adequate and that SIDETICK shall be further entitled to injunctive relief. 18. Non-Circumvention. As a Distributor in our Program, you hereby agree that neither you, nor your respective members, shareholders, directors, officers, employees, affiliates, agents, representatives, successors and assigns, without limitation, will circumvent, or attempt to circumvent, SIDETICK with respect to entering into any business transaction or communicating or marketing or making any contact with any third party that provides products and/or services for any of the Advertising Campaigns offered and/or marketed by SIDETICK during the period that you are a Distributor, and for a period of at least two (2) years from the time that this Agreement is terminated, without first obtaining the prior written consent of SIDETICK. 19. Legal Warning. Any attempt by any individual, whether or not a Distributor, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of this our Site and/or Program, is a violation of criminal and civil law and SIDETICK 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. 20. Publicity. You shall not in any way publish or distribute any written material that refers to SIDETICK without first submitting such material to SIDETICK for written approval, which shall not be unreasonably withheld. Further, you agree to give SIDETICK a non-exclusive license to use your name(s), URL(s), titles, logos, etc. to advertise, market, promote and/or publicize in any manner our rights hereunder; provided, however, that we shall not be required to do so. 21. Equipment. You shall be solely responsible for obtaining and maintaining all telephone and computer hardware, and any and all other equipment needed for access to, and use of, the Program, and any and all charges related thereto. 22. Force Majeure. You agree that SIDETICK will not be liable for, or be considered to be in breach of this Agreement on account of, SIDETICK's delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond SIDETICK's reasonable control and that SIDETICK 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, fire explosion, vandalism, storm or other natural occurrences, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages or other such labor difficulties, or any act or omission of any other person or entity, SIDETICK will give you notice and will use commercially reasonable efforts to minimize the impact of such event. 23. Arbitration and Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws provisions. Should a dispute arise concerning the terms and conditions of this Agreement, or the breach of same by any party hereto, the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in New York, New York, in accordance with the then current Commercial Arbitration rules of the American Arbitration Association. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section 23 shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending arbitration. 24. Relationship of the Parties. It is understood and agreed that you and SIDETICK are independent contractors, and nothing contained herein shall be construed or deemed to make us partners or joint venturers, nor shall either of us, or any of our respective agents and/or employees, be construed or deemed to be an agent and/or employee of the other. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Site or otherwise, that reasonably would contradict anything in this Section 24. 25. Entire Agreement. Unless otherwise agreed to in writing by the parties hereto, this Agreement constitutes the entire agreement between us as to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. The invalidity, illegality or non-enforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provisions of this Agreement, all of which shall remain in full force and effect. No failure or delay by us to exercise, and no course of dealing with respect to, any of our rights regarding your obligations under this Agreement shall operate as a waiver thereof. Any single or partial exercise by us of any of our rights shall not preclude us from any other or further exercise of any such right or the exercise of any other right. Any single or partial waiver by us of any of your obligations under this Agreement shall constitute a waiver of such obligation only as specified in such waiver and shall not constitute a waiver of any other of your obligations. If any part of this Agreement is found invalid or unenforceable, the Agreement will be enforced to the maximum extent permitted by law, and all other parts of this Agreement will remain in full force and effect. 26. Modifications. SIDETICK reserves the right to modify any and all of the terms and conditions of this Agreement, at any time and in our sole discretion, by posting a change, notice or a new agreement on our Site. Modifications may include, but will not necessarily be limited to, changes in the scope of referral fees, fee schedules, payment procedures and/or Program rules. Your continued participation in the Program three (3) days following the posting of a notice of any changes on our Site to this Agreement will constitute the binding acceptance by you of any such changes and/or modifications. 27. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and each of their respective successors, permitted assigns and legal representatives, including the purchaser of the stock or assets of either party hereto. Nothing in this Agreement is intended to confer any rights or remedies on any person or entity that is not a party to this Agreement. Except as contained herein, neither this Agreement, nor any obligation arising hereunder, may be assigned, transferred, or delegated, voluntarily or by operation of law, by you, without the prior written consent of SIDETICK. 28. Captions. Each caption of this Agreement shall be used as a heading only and shall in no way be construed to limit the meaning and/or interpretation of each Section of this Agreement with regard to its function, use and/or understanding. 29. Review and Acceptance. You acknowledge that you have read this Agreement and agree to all of its terms and conditions. You also understand and agree that this Agreement is not exclusive to you, that we may operate multiple Sites and affiliate programs that may be different from, and compete directly with, this Program. Further, you agree that you are relying solely on this Agreement in making your decision to enroll in the Program and that you are not relying on any representation, guarantee or statement other than those contained in this Agreement.