This Publisher/Affiliate Terms and Conditions (the “Agreement”) is made as of this _______ day of ___________________, 2008, between WebJuice, LLC, a Delaware limited liability corporation, with its principal place of business located at 2525 Charleston Road, Suite 101, Mountain View, CA 94043 (hereinafter “WebJuice”), and ______________________________, with offices at ______________________ __________________________________________________________ (hereinafter “Publisher/Affiliate”).

The following are the terms and conditions governing your Publisher’s/Affiliate’s relationship with WebJuice, LLC (hereinafter “WebJuice”) and the use of the WebJuice website (hereinafter “Site”). Publisher/Affiliate agrees to use the Site and any additional services offered by WebJuice only in accordance with these Terms and Conditions.

1. Approval of Publisher/Affiliate.

Participation by Publisher/Affiliate in the WebJuice Publisher/Affiliate program is subject to review and approval by WebJuice. Publisher’s/Affiliate’s continued right to participate is conditioned upon Publisher’s/Affiliate’s ongoing compliance with all of the terms and conditions of this Agreement.

1.1. Minimum Eligibility Requirements.

All Publisher/Affiliate websites, affiliated websites and e-mail distribution lists (collectively the “Media”) must meet the following criteria, at a minimum:

• All Publishers/Affiliates that wish to send advertisements via email must have the consent of the consumer to send such email. Publisher/Affiliate shall maintain records evidencing such consent including, without limitation member opt-in date, Registration source, First and Last Name, email address and privacy policy of source site, and will supply such records to WebJuice within one business day of request therefor;
• Publishers/Affiliates may not offer incentives to users
• Publisher’s/Affiliate’s policies must be compliant with state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003
• Spawning process pop-ups are prohibited; and
• Other criteria as WebJuice may from time to time determine, in its sole discretion.

1.2. Publisher/Affiliate Website Content.

The content of Publisher’s/Affiliate’s Media shall be subject to WebJuice’s subjective approval and the content must comply with all applicable laws and regulations (including all laws respecting intellectual property and third party rights

2. Use of the Site.

2.1. The Site allows WebJuice to post offers of advertising programs sponsored by WebJuice or its advertisers on the system ("Program(s)"). The Programs will specify the amount and terms under which Publisher/Affiliate will receive payment when the applicable Program's requirements are fulfilled. Compensation is derived from each click. If Publisher/Affiliate accepts a Program, Publisher/Affiliate agrees to place that Program's advertising creative (including the subject and from lines) (“Ad”) on Publisher’s/Affiliate’s Media. Failure to display the Ad exactly as it appears from WebJuice may, in addition to all other remedies available, result in termination of Publisher/Affiliate. WebJuice may change a Program at any time, upon reasonable advance written notice to Publisher/Affiliate. WebJuice is responsible for displaying and administering all active Programs and tracking the payments owed.

2.2. Special Rules Governing Email Campaigns.

Publisher/Affiliate shall abide by all laws and regulations, federal and state, as it relates to email advertising including, but not limited to, CAN-SPAM Act of 2003, Privacy Acts and Digital Millenium Copyright Act.

2.2(a). Publisher/Affiliate may only use Subject Lines provided or approved in writing by WebJuice.
2.2(b). Publisher/Affiliate agrees to use the Links in the exact form delivered from WebJuice, for the Links' intended purpose only and only for email distribution. Publisher/Affiliate may not modify, alter, delete, or adapt the Links in any manner without WebJuice's written approval.

3. Monitoring.

WebJuice shall be constantly monitoring, on its own or with the assistance of third parties, the Publishers/Affiliates for compliance with these Terms and Conditions, without limiting the generality of the foregoing: honoring unsubscribe requests, managing suppression lists, ensuring that there is no mailing to an unsubscribe list, and downloading suppression list prior to each mailing.

4. License.

WebJuice grants Publisher/Affiliate a revocable, non-transferable, non-sublicensable, non-exclusive limited license to use the Site (including any Ads posted thereon) and any data, reports, information or analyses arising out of such use (the “Site Data”) solely for the purpose of marketing or promoting the Programs hereunder and subject to these Terms and Conditions. If a Publisher/Affiliate fails to adhere to the foregoing requirement, in addition to any other remedies available to WebJuice, Publisher/Affiliate shall forfeit its rights to any amounts owed by WebJuice to Publisher/Affiliate. Publisher/Affiliate acknowledges and agrees that it does not have, nor will it claim any right, title or interest in the Site software, applications, data, methods of doing business or any elements thereof, or any content provided on the Site (including the Ads) . Publisher/Affiliate will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, tracking devices, pixels, modules or other data provided by or obtained from WebJuice that allows WebJuice to measure ad performance and provide its service. Webjuice owns all data that is collected through links, source codes, tracking devices and any other WebJuice technology that involves clicks to the ad units. WebJuice may choose to imbed certain data mining tools within Links from time to time (“Data Miners”). Any data derived by any such Data Miner shall be the sole property of WebJuice. If instructed to do so by WebJuice and/or if Publisher/Affiliate shall be terminated by WebJuice, Publisher/Affiliate will immediately destroy and discontinue the use of any WebJuice data, including Site Data, and any other material owned by WebJuice or the Advertisers.
Furthermore, Publisher/Affiliate may not sell, share, lease, license, or otherwise broker out Site(s) from WebJuice to its publishers or third parties, especially for purposes of generating clicks. Failure to adhere to this shall result in immediate termination of Agreement. WebJuice may, at its option, pursue other remedies as well. Publisher/Affiliate shall forfeit its rights to any revenue generated from such clicks.

5. Non-Solicitation.

Publisher/Affiliate agrees that Publisher/Affiliate will not approach or attempt to engage in a contract with any of WebJuice’s Advertisers, directly or indirectly.

6. Fraud.

WebJuice actively monitors traffic for fraud. If fraud is detected, Publisher’s/Affiliate’s account will be made inactive pending further investigation. If Webjuice subjectively assesses fraud, the Publisher/Affiliate will forfeit its entire commission for all programs and its account will be terminated. Publisher/Affiliate shall be responsible for all costs and legal fees arising from these fraudulent activities. In addition, in the event that Publisher/Affiliate has already received payment for fraudulent activities, WebJuice reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Publisher/Affiliate.

7. Payment.

Publisher/Affiliate will be paid per the terms of each Program. After the initial thirty (30) calendar days of the date of this Agreement, WebJuice shall not be obligated to make any payment of Commissions to Publisher/Affiliate unless the amount of earned Commissions exceeds one hundred dollars ($100.00 US) in the aggregate per month, with no carryover.
WebJuice shall pay the amounts due approximately 30 days after the end of each month, less any taxes required to be withheld under applicable law. WebJuice may, in its discretion, withhold payments until such time as the Advertiser has paid WebJuice for any Program. In addition to any other remedies that may be available to WebJuice, in the event of any breaches by Publisher/Affiliate of these Terms and Conditions, Publisher/Affiliate shall forfeit its rights to any or all amounts owed by WebJuice to Publisher/Affiliate. WebJuice reserves the right to withhold payment at any time if Publisher/Affiliate is found to make any misrepresentations on this Agreement and/or subjects WebJuice to liability from business practices. Invoices submitted to WebJuice and payments made to Publisher/Affiliate shall be based on the clicks as reported by WebJuice. WebJuice will require Publishers/Affiliates to provide a W-9, and similar such information, as a condition to payment.
Publisher/Affiliate grants WebJuice as security for all of Publisher/Affiliate’s costs and legal fees and all reimbursement of commissions that have been paid to the Publisher/Affiliate by WebJuice, a first priority security interest in Publisher’s right, title and interest in all accounts, cash and deposit accounts and all other personal and real property, as such terms are defined in the Uniform Commercial Code in effect on the date hereof, and all products, proceeds and insurance proceeds of the foregoing. Publisher/Affiliate authorizes WebJuice to take all actions necessary to perfect and give notice of such security interest.

8. Term.

The initial terms of this Agreement shall be for one year from the date of its first execution by the last party to so execute. Upon the one year anniversary of the execution, this Agreement shall automatically renew for successive thirty (30) day terms, unless: (a) not less than thirty (30) days prior to the date of any such automatic renewal, a party notifies the other in writing that it does not wish to renew this Agreement; or (b) this Agreement is otherwise earlier terminated pursuant to the provisions hereof.

9. Termination.

WebJuice reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason, upon written notice to Publisher/Affiliate Termination notice will be provided via e-mail and will be effective immediately. Publisher/Affiliate must immediately cease all advertising activities. All moneys then due to Publisher/Affiliate will be paid during the next billing cycle. The representations, warranties and obligations contained in paragraphs, 12, 13, 14 and 15 shall remain in full force and effect after termination of this Agreement.

10. Representations and Warranties/Covenants.

10.1. Mutual Representations.

Each party represents and warrants that: (a) it has the right to enter into and fully perform the services contemplated herein, consistent with these Terms and Conditions; (b) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with these Terms and Conditions; and (c) at all times while any Program remains in effect, it shall comply with all applicable laws and regulations. Neither party makes any guarantee, representations or warranties, express or implied, as to the level of consumer response that will result from the Programs.

10.2. Publisher/Affiliate Representations.

Publisher/Affiliate represents and warrants as follows:

1. Publisher’s/Affiliate’s business practices are currently in compliance with all applicable laws, including without limitation the CAN-SPAM Act, effective January 1, 2004 (the "CAN-SPAM Act");
2. Publisher’s/Affiliate’s Media does not contain or promote, nor links to another website that contains or promotes libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content, product, service or activity;
3. Publisher’s/Affiliate’s database consists of only permission based opted-in e-mail addresses per CAN-SPAM regulations; and
4. Publisher/Affiliate owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on Publisher’s/Affiliate’s Media.

Publisher/Affiliate acknowledges that breaches of any of the foregoing representations may, in the sole discretion of WebJuice, result in the immediate suspension or termination of WebJuice’s relationship with Publisher/Affiliate and Publisher/Affiliate shall forfeit all rights to any compensation owed to it by WebJuice.

11. Privacy Policy.

Publisher/Affiliate shall maintain and post in a conspicuous manner on all its websites involved in the Programs, a privacy policy that clearly and adequately describes how consumer information is collected and used. If Publisher/Affiliate purchases or licenses lists, Publisher/Affiliate shall also check privacy policies of outside sources used to compile the list to ensure proper disclosure of sharing of consumer information with third parties.

12. Limitation of Liability; Disclaimer of Warranty.

Unless otherwise provided in this agreement, in no event shall WebJuice be liable to Publisher/Affiliate for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages.
DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, WEBJUICE CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR OUR SERVICES. WITHOUT LIMITING THE ABOVE, THE LINKS, OUR ADVERTISERS’ SITES AND ANY OTHER MATERIALS PROVIDED TO PUBLISHER/AFFILIATE ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND WEBJUICE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, and: (A) MERCHANTABILITY, CLIENTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN, (C) THAT A PARTY’S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY’S “INFORMATION” (WEB SITE). ALL ‘INFORMATION’ AND ‘COMPUTER PROGRAMS’ PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU.
WebJuice makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any Ad or Program made available on the Site, or any product or service advertised in connection therewith. WebJuice has no liability to Publisher/Affiliate for unapproved materials, including all copy, images, URL names, and search terms used by Publisher/Affiliate to promote the Advertiser. When Publisher/Affiliate accesses a website that is not associated with and independent from WebJuice, Publisher/Affiliate acknowledges that WebJuice has no control over the content of that website. Furthermore, a link to a non-WebJuice website does not mean that WebJuice endorses or accepts any responsibility for the content or the use of such website. It is Publisher’s/Affiliate’s sole responsibility to take precautions to ensure that websites, downloads, attachments, and other such files are free of such items as Trojan horses, worms, viruses, and other items oof a destructive nature.

13. Indemnity.

13.1. Indemnity.

Publisher/Affiliate will defend, indemnify, and hold harmless WebJuice, the Advertisers, and their affiliates, directors, employees, agents, successors and assigns from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney’s fees and expenses) (collectively “Claims”) arising from any breach of any of these Terms and Conditions or any Program Terms. WebJuice reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder. Publisher/Affiliate hereby acknowledges that the Advertisers are intended third party beneficiaries of the foregoing indemnification obligation.

13.2. Notification of Legal Action

Publisher/Affiliate will immediately notify WebJuice of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM.

14. Force Majeure.

Neither party shall be deemed in default of these Terms and Conditions to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

15. General.

15.1. Entire Agreement.

These Terms and Conditions, together with the terms for each of the Programs constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties. WebJuice may make modifications to this Agreement, and shall notify Publisher/Affiliate in writing of any changes.

15.2. Controlling Law.

These Terms and Conditions, the terms of the Programs and the relationship contemplated thereby, shall be governed by the laws of the United States and the State of California, without giving effect to principles of conflicts of law. Each party, to the extent permitted by applicable law, hereby irrevocably and unconditionally submits to the general jurisdiction of the federal and state courts located in Santa Clara County, California and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding in any such court was brought in an inconvenient court and agrees not to claim or plead the same.

15.3. Waiver.

No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.

15.4. Assignment.

Publisher/Affiliate may not assign any of its rights hereunder without the prior written consent of WebJuice, which may be withheld for any reason.

15.5. Severability.

In the event that any provision of these Terms and Conditions is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of these Terms and Conditions shall remain valid and enforceable according to its terms.

15.6. Relationship.

The parties agree that WebJuice is acting as an independent contractor in performing the Services. The relationship between the WebJuice and Publisher/Affiliate shall not constitute a partnership, joint venture or agency. Neither WebJuice nor any of WebJuice’s employees or agents (collectively referred to herein as the “Employees”) (i) is an employee, agent or legal representative of Publisher/Affiliate, or (ii) shall have any authority to represent Publisher/Affiliate or to enter into any contracts or assume any liabilities on behalf of Publisher/Affiliate.

15.7. No Publicity.

Publisher/Affiliate may not make any mention of WebJuice or any WebJuice Advertiser in any publicity materials advertising or otherwise presenting information on your company and your services, including without limitation listing WebJuice or any of its Advertisers in your customer lists, without the written consent of WebJuice, whose consent may be withheld for any or no reason.

15.8. Counterparts

This Agreement may be executed in one or more counterparts, which, taken together, will constitute one and the same agreement. This Agreement may be executed via facsimile or electronic signature, and such signatures shall have the same force and effect as original signatures.

16. Confidentiality.

Any marked confidential information and proprietary data provided by one party shall be deemed “Confidential Information” of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary. Confidential Information shall not be released by the receiving party to anyone except as employee or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement. Notwithstanding, anything contained herein to the contrary, the term “Confidential Information” shall not include information which (i) was previously known to the receiving party; (ii) was or becomes generally available to the public through no fault of the receiving party; (iii) was rightfully in receiving party’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to receiving party by the disclosing party; (iv) was developed by employees or agents of receiving party independently of and without reference to any information communicated to receiving party by disclosing party; or (v) was communicated by disclosing party to an unaffiliated third party free of any obligation or confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law, as required by the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement, provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.