TERMS AND CONDITIONS

Affiliate Program Operating Agreement This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between CPITRAFFIC.COM ("CPITRAFFIC.COM" or "we"), and you, ("you" or "Affiliate") the party submitting an application to become a CPITRAFFIC.COM affiliate). The terms and conditions contained in this Agreement apply to your participation with publishers. publisher.cpitraffic.com ("Affiliate Program"). Each Affiliate Program offer (an "Offer") may be for any offering by CPITRAFFIC.COM or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.

1. Enrollment in the Affiliate Program

You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.

2. Obligations of the Parties

Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, CPITRAFFIC.COM agrees as follows:

We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.

We will pay Affiliate for each Qualified Action (the "Commission"). A "Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by CPITRAFFIC.COM and (v) is not later determined by CPITRAFFIC.COM to be fraudulent, incomplete, unqualified or a duplicate.

We will pay you any Commissions earned monthly, provided that your account is currently greater than $100. Accounts with a balance of less than $100 will roll over to the next month, and will continue to roll over monthly until $100 is reached. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.

Payment for Commissions is dependent upon Clients providing such funds to CPITRAFFIC.COM, and therefore, you agree that CPITRAFFIC.COM shall only be liable to you for Commissions to the extent that CPITRAFFIC.COM has received such funds from the Clients. You hereby release CPITRAFFIC.COM from any claim for Commissions if CPITRAFFIC.COM has not received such funds from the Clients.

CPITRAFFIC.COM shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by CPITRAFFIC.COM in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to CPITRAFFIC.COM in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide CPITRAFFIC.COM with Affiliate's reports within three (3) days after 30th day of the calendar month, and if CPITRAFFIC.COM's and Affiliate's reported statistics vary by more than 10% and CPITRAFFIC.COM reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then CPITRAFFIC.COM and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then CPITRAFFIC.COM's numbers shall govern.

If Affiliate has an outstanding balance due to CPITRAFFIC.COM under this Agreement or any other agreement between the Affiliate and CPITRAFFIC.COM, whether or not related to the Affiliate Program, Affiliate agrees that CPITRAFFIC.COM may offset any such amounts due to CPITRAFFIC.COM from amounts payable to Affiliate under this Agreement.

Affiliate also agrees to:

Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.

Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that CPITRAFFIC.COM informs you that it considers objectionable (collectively, "Objectionable Content").

Not make any representations, warranties or other statements concerning CPITRAFFIC.COM or Client or any of their respective products or services, except as expressly authorized herein.

Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by CPITRAFFIC.COM or Clients or a part of the Program Web Site, without prior written permission from us.

Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.

Comply with the terms, conditions, guidelines and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.

Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to CPITRAFFIC.COM and Clients for use as intended by CPITRAFFIC.COM and Clients.

Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by CPITRAFFIC.COM or Client, or as required by applicable laws regarding such Offers.

Make sure to not place CPITRAFFIC.COM ads on any online auction platform (i.e. eBay, Amazon, etc).

The following additional program-specific terms shall apply to any promotional programs set forth below:

Email Campaigns. For all email campaigns, Affiliate must download the "Suppression List" from the Offers section of CPITRAFFIC.COM. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. CPITRAFFIC.COM will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to CPITRAFFIC.COM at publishers@cpitraffic.com. Affiliate's emails containing the Links may not include any content other than the Links, except as required by applicable law.

Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action and any other rights or remedies available to CPITRAFFIC.COM pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the CPITRAFFIC.COM network, and that doing so may result in Commission withholdings, removal or suspension from the Affiliate Program, possible legal action and any other rights or remedies available to CPITRAFFIC.COM pursuant to this Agreement or otherwise.

Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by CPITRAFFIC.COM in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods.

Affiliate Network Campaigns. For all Affiliate's that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the "Network") for access and use by those affiliates in Affiliate's Network (each a "Third Party Affiliate"). Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to CPITRAFFIC.COM the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of CPITRAFFIC.COM in the Network upon written notice from CPITRAFFIC.COM. Unless CPITRAFFIC.COM has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by CPITRAFFIC.COM, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.

3. Confidentiality

Except as otherwise provided in this Agreement or with the consent of CPITRAFFIC.COM, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.

4. Limited License & Intellectual Property

We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site.

You may not alter, modify, manipulate or create derivative works of the Links or any CPITRAFFIC.COM graphics, creative, copy or other materials owned by, or licensed to, CPITRAFFIC.COM in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of CPITRAFFIC.COM's trademarks, service marks, copyrights, patents or trade secrets. You agree that CPITRAFFIC.COM may use any suggestion, comment or recommendation you choose to provide to CPITRAFFIC.COM without compensation. All rights not expressly granted in this Agreement are reserved by CPITRAFFIC.COM.