These terms and conditions ("Agreement") are agreed to by the person or entity ("Affiliate") whose name and address appear in the application ("Application") to participate in CX Digital Media Inc.'s affiliate network (the "Network"). As a participant in the Network, Affiliate shall display and distribute advertising creatives, including without limitation e-mails, web sites, links, and banner advertisements, and search engine placement (collectively, "Ads"), promoting the products or services of advertisers with whom CX Digital Media Inc. ("CX Digital Media") has contracted to provide online advertising services ("Advertisers"). The promotion of a particular Advertiser offer shall be referred to in this Agreement as a "Campaign". Specific payment and other terms applicable to each Campaign shall be specified in "Campaign Terms" made available by CX Digital Media to Affiliate through the Network web site ("Network Site"). For purposes of this Agreement, CX Digital Media and Affiliate are a "party" and together, the "parties".

A.  Modifications.

CX Digital Media reserves the right to modify the terms of this Agreement at any time and will post notice of any modifications, together with the amended Agreement, on the Network Site. Any modified terms will be effective immediately upon such posting and will apply as of the date they were added to the Agreement. Affiliate is responsible for checking for updates to this Agreement regularly. Affiliate's continued use of or participation in the Network after any such modifications are posted constitutes Affiliate's agreement to the modifications.

B.  Privacy Statement.

Please carefully review CX Digital Media's Privacy Statement, which is incorporated into this Agreement. By using the Network Site, Affiliate expressly consents to the use and disclosure of its personally identifiable and other information as described in the Privacy Statement.

C.  Effective Date; Participation; Termination.

1. The effective date of this Agreement is the date that Affiliate electronically submits its Application to participate in the Network, provided that this Agreement shall become null and void if CX Digital Media denies Affiliate's Application for acceptance into the Network for any reason.
2. Affiliate is responsible for maintaining the confidentiality of the log-in information and password associated with its account and for all activity under its account. Affiliate may not transfer its account to another party or do anything else to give another party access to its account. Affiliate must notify CX Digital Media immediately if Affiliate becomes aware that anyone has gained unauthorized access to its account. Affiliate represents, warrants and covenants that (a) all information it provides in connection with its Application and account is accurate and complete; (b) it will immediately update its Application and account information as necessary to keep them accurate and complete; and (c) it will not use or attempt to use its Application or account to represent itself as any other party.
3. Participation in the Network is subject to CX Digital Media's prior approval. CX Digital Media reserves the right to refuse service to any new or existing Affiliate, in its sole discretion, with or without cause. Affiliate must register with CX Digital Media all active domain names, subdomain names, and URLs used by Affiliate to promote Advertiser's products or services. Affiliate must update its list of registered domain names, subdomain names, and URLs in real-time to ensure the list is accurate and complete at all times. Continuing approval of Affiliate's membership in the Network is limited only to the specific root URLs for which Affiliate has registered.
4. CX Digital Media may terminate this Agreement and Affiliate's right to participate in the Network at any time, with or without cause, upon notice to Affiliate, which will be provided via email or any other practical means. Upon receipt of notice, Affiliate will immediately remove from its web site(s) all CX Digital Media code for serving Ads. Upon termination for any breach by an Affiliate of this Agreement (as determined by CX Digital Media), including for any alleged infringement, misappropriation or other violations of intellectual property rights, no payments will be made by CX Digital Media to the Affiliate for any or all Campaigns. Affiliate shall not be paid for any Leads (as hereinafter defined) occurring past the date of termination.

D.  Compliance Requirements.

Affiliate represents and warrants that it will at all times comply with the requirements listed in this Section D:

1. Compliance with Laws. Affiliate shall use, display, distribute, and/or transmit the Ads (including Affiliate Ads, as defined in Subsection 2 below) in compliance with all applicable laws, statutes, ordinances, regulations, and legal guidelines (collectively, "Laws") including, without limitation, those Laws governing false or deceptive advertising, cybersquatting, intellectual property, privacy, and publicity rights, the Federal Trade Commission Act ("FTC Act"), Federal Trade Commission ("FTC") regulations and guidelines implementing the FTC Act, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act, the FTC's Telemarketing Sales Rule, the Federal Reserve Board's Regulation E, Federal Communications Commission regulations and guidelines, including Mobile Marketing Association guidelines, and FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising.
2. Ads. Affiliate must use Ads as provided by Advertisers through the Network without modification or alteration of any kind, unless such modifications or alterations are pre-approved by CX Digital Media in writing. If Affiliate creates its own Ads ("Affiliate Ads") to promote an Advertiser's products or services, (a) Affiliate must obtain CX Digital Media's prior written approval to use the Affiliate Ad, (b) Affiliate must comply with the Advertising Restrictions specified in subpart 3 of this Section D, and (c) Affiliate must comply with any Advertiser-specific requirements ("Advertiser Specific Terms") specified in the Campaign Terms. Any changes to an approved Affiliate Ad must be submitted in writing to CX Digital Media for further written approval before use. Changes may be submitted to Admin@CXDigitalMedia.com.
3. Advertising Restrictions. Affiliate Ads must:
   1. not include content that is deceptive, misleading, untruthful, unsubstantiated, or otherwise fails to comply with applicable Laws, including without limitation, federal and state consumer protection Laws.
   2. be content-based, not simply a list of links or advertisements, nor can the Ads be centered around profiting from the Advertisers.
   3. contain only English language content (other than incidental use of a foreign language), unless CX Digital Media approves such content in advance.
   4. be offered under a top-level domain name.
   5. not offer points, rewards, cash, prizes, contest entries, or other incentives to consumers in return for their response to any Ad.
   6. be fully functional at all levels, with no "under construction" sites or sections or blank pages.
   7. not spawn process pop-ups or use any downloadable application.
   8. not contain, promote, reference or link to any spyware, adware, malware, virus, trojan horse, worm, back door, time bomb, drop dead device or other program, routine, instruction, device, code, contaminant, logic or effect designed or intended to disable, disrupt, erase, enable any person or entity to access without authorization, or otherwise adversely affect the functionality of, any software or other information technology asset.
   9. not be personal web pages, "free" hosted pages (Geocities, Xoom, Tripod, Talk City, etc.), or pages hosted on a domain owned by another person or entity.
   10. not contain, promote, or have links to profanity, sexually explicit materials, hate material, libelous or defamatory material, or material that promotes promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed, in the sole discretion of CX Digital Media, unsuitable or harmful to the reputation of CX Digital Media or its Advertisers.
   11. not promote or reference illegal activities including, without limitation, the promotion of gambling, illegal substances, software piracy, or hacking.
   12. not be labeled as an "official site" or similar designation or include any other designation indicating the Ad is an "official" advertisement or web site of the Advertiser.
   13. NOT INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE THE RIGHTS OF ANY THIRD-PARTY, INCLUDING WITHOUT LIMITATION, TRADEMARK, COPYRIGHT, PATENT, PUBLICITY, PRIVACY, OR ANY OTHER INTELLECTUAL PROPERTY, PERSONAL, OR PROPRIETARY RIGHTS.
   14. NOT USE THE TRADEMARKS, SERVICE MARKS, TRADE DRESS, DOMAIN NAMES, LOGOS, OR TRADE NAMES (COLLECTIVELY, "Marks") OF ADVERTISER OR ANY OTHER THIRD PARTY (WITHOUT ADVERTISER'S OR SUCH OTHER THIRD PARTY'S PRIOR WRITTEN CONSENT) (I) WITHIN THE TEXT, GRAPHICS OR OTHER CONTENT OF ANY AD; (II) AS A SEARCH TERM, KEYWORD, AND/OR METATAG, INCLUDING IN THE TITLE, BODY, AND URL OR SEARCH ENGINE RESULTS; (III) AS A KEYWORD ON ANY SEARCH ENGINE; (IV) AS A METATAG, IN KEYWORD STUFFING OR IN OTHER HIDDEN LAYERS ON ANY WEB SITE; OR (V) TO DRIVE ORGANIC SEARCH RESULTS.
   15. not promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail.
   16. not use any method to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the consumer.
   17. not be a communication to a wireless device by text messaging in any form, unless CX Digital Media approves such communication in advance.
   18. not constitute advertising via facsimile or telemarketing (including, without limitation, by use of prerecorded or artificial voice messages).
   19. not be placed on Craigslist or other listing sites, or any other similar marketplace or classified ad listing.
   20. NOT INCLUDE ANY "TESTIMONIAL" (DEFINED IN THIS AGREEMENT TO INCLUDE, WITHOUT LIMITATION, CONSUMER ENDORSEMENTS OR TESTIMONIALS, CELEBRITY OR EXPERT ENDORSEMENTS, VERBAL STATEMENTS, DEMONSTRATIONS, PHOTOS OR OTHER DEPICTIONS OF THE NAME, SIGNATURE, IMAGE, LIKENESS OR OTHER PERSONALLY IDENTIFYING CHARACTERISTICS OF AN INDIVIDUAL OR THE NAME, MARK, OR SEAL OF AN ORGANIZATION) UNLESS: (I) AFFILIATE HAS OBTAINED WRITTEN RELEASES FROM THE INDIVIDUAL OR ORGANIZATION PROVIDING THE TESTIMONIAL TO DISTRIBUTE THE AFFILIATE AD, AND (II) THE TESTIMONIAL IS TRUTHFUL, NON-MISLEADING, AND SUBSTANTIATED, REFLECTS THE HONEST OPINIONS, FINDINGS, AND/OR EXPERIENCES OF THE INDIVIDUAL OR ORGANIZATION PROVIDING THE TESTIMONIAL, AND OTHERWISE COMPLIES WITH ALL APPLICABLE FEDERAL TRADE COMMISSION GUIDELINES AND OTHER LAWS CONCERNING THE USE OF ENDORSEMENTS AND TESTIMONIALS IN ADVERTISING.
   21. not include any claim (which may include Testimonials) regarding the efficacy of any product or services, or any ingredients contained therein, unless the Affiliate possesses documented, competent and reliable evidence, in writing, to verify the truthfulness and support the factual accuracy of the claim.
   22. NOT INCLUDE A PHOTO OR OTHER IMAGE OF ANY CELEBRITY AND/OR A TESTIMONIAL PURPORTING TO HAVE BEEN MADE BY A CELEBRITY UNLESS SUCH PHOTO, IMAGE OR TESTIMONIAL HAS BEEN APPROVED BY THE APPLICABLE ADVERTISER BEFORE USE.
   23. not include any direct or indirect representation that an endorser of Advertiser's product or service is an expert with respect to the Testimonial provided unless the endorser's qualifications in fact give him/her the expertise that he/she is represented as possessing with respect to the endorsement. Affiliate may use the Testimonials of an expert only as long as Affiliate has reason to believe that the endorser continues to subscribe to the views presented.
   24. If Affiliate distributes Ads by email, Affiliate shall:
       1. Remove from the transmission list any email address associated with any person who has previously requested not to receive commercial email solicitations from the "sender" of the message, as required by the CAN-SPAM Act. As used in this Agreement, the "sender" of the message is the Advertiser whose products are promoted by the message. In order to comply with this requirement, Affiliate must have procedures in place to access and use appropriate "opt-out" or "do not email" suppression files applicable to any marketing Campaign sent by email, including without limitation any suppression file that may be made available by Advertiser with the Campaign Terms. In the event that Advertiser or Affiliate receives a request from any person to opt-out or unsubscribe from receiving commercial email messages from Advertiser, Affiliate shall transfer to Advertiser (via CX Digital Media) all email addresses associated with such requests every three (3) calendar days.
       2. Remove from the transmission list any email address associated with a wireless domain name, as listed on the then-current list of wireless domains maintained by the Federal Communications Commission.
       3. Ensure that each email message includes (i) clear and conspicuous notice of the recipient's right to opt-out of receiving future commercial messages from the Advertiser; and (ii) a functional electronic mechanism that the recipient can use to make such an opt-out request, in compliance with the requirements of the CAN-SPAM Act and FTC regulations and guidelines implementing the CAN-SPAM Act.
       4. Ensure that "subject" and "from" lines used in any email communications are truthful and non-misleading and do not otherwise violate the CAN-SPAM Act or any other federal and state consumer protection laws and regulations and do not infringe on or otherwise violate the intellectual property, publicity, or other proprietary or personal rights of any third party.
4. Fraud.
   1. CX Digital Media audits every Affiliate's traffic on a regular basis. If Affiliate adds Leads or clicks, or inflates Leads or clicks, by means that are fraudulent or otherwise in violation of this Agreement or applicable Laws ("Fraud Traffic"), as determined solely by CX Digital Media, Affiliate will forfeit its entire commission for any and all Campaigns and its account will be suspended or terminated. Fraud Traffic includes, without limitation, the following: (i) pre-population of forms or mechanisms not approved by CX Digital Media or use of sites in co-registration campaigns that have not been approved by CX Digital Media; (ii) use of fake redirects, automated software, and/or fraud to generate Leads (as defined in Section E) from the Campaigns; or (iii) other fraudulent traffic generation. Fraud Traffic may be evidenced by, without limitation, (A) click-through rates that are much higher than industry averages and where verifiable justification is not evident to the reasonable satisfaction of CX Digital Media; (B) accounts that have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported; (C) fraudulent Leads, as determined by the Advertisers; or (D) much higher conversions per click rates than industry averages and where verifiable justification is not evident to the reasonable satisfaction of CX Digital Media.
   2. If Affiliate is notified that Fraud Traffic activities may be occurring on its bridge pages, web pages, or other media, and Affiliate fails to take prompt action to stop those activities, then, in addition to any other remedies available to CX Digital Media, Affiliate shall be responsible for all costs and legal fees arising from those activities. In addition, in the event that Affiliate has already received payment for Fraud Traffic activities, CX Digital Media reserves the right to seek credit or remedy from future earnings or to demand reimbursement from Affiliate.
5. Compliance Monitoring. CX Digital Media has no obligation to monitor Ads (including Affiliate Ads) or traffic and is not responsible for Affiliate's compliance with this Agreement or applicable Laws, including, without limitation those Laws referenced in Section D.1 of this Agreement.

E.  Payment

1. Payment terms for each Campaign, as well as a description of the required consumer actions ("Lead Requirements") that constitute a valid, payable lead or sale ("Lead"), shall be specified in the Campaign Terms published at the Network Site or made available by a CX Digital Media account executive. CX Digital Media shall pay any amounts due to the Affiliate for valid, payable Lead on the 1st and 16th of every month for the revenue generated between the 1st to 15th and 16th to 31st respectfully. CX Digital Media shall not pay for Invalid Leads. "Invalid Leads" are those Leads that do not meet the Lead Requirements. Examples include, but are not limited to, leads that are missing data, or do not meet filter requirements.
2. CX Digital Media reserves the right to reduce any payments owed to Affiliate as a consequence of any (i) any breach of this Agreement by Affiliate, including for any alleged infringement, misappropriation or other violations of intellectual property rights; and (ii) any offsets taken by Advertisers for Invalid Leads, technical errors, tracking discrepancies, or if CX Digital Media does not receive payment in full from the Advertiser whose offer generated the payment. CX Digital Media is not a guarantor of any payment or obligations of any Advertiser. In its sole discretion, CX Digital Media may elect to pay Affiliate for a Campaign even if the Advertiser has not submitted timely payment to CX Digital Media. Otherwise, if it collects late payments from Advertisers, CX Digital Media will pay appropriate payments after that time. CX Digital Media will not pay any interest or late payment fees on any payments held, withheld or delayed by CX Digital Media or Advertiser.
3. CX Digital Media shall compile, calculate and electronically deliver data required to determine Affiliate's billing and compensation. Any questions regarding the data provided by CX Digital Media must be submitted in writing within 10 business days of receipt of such data, otherwise the information will be deemed accurate and accepted as such by Affiliate. All amounts will be paid in US dollars by check mailed to the physical mailing address on file for Affiliate. No checks will be issued for any amounts less than $50 US Dollars (the "Payment Threshold"). All such amounts below the Payment Threshold shall be aggregated and paid when the Payment Threshold has been met. CX Digital Media will not pay for any Leads that occur before a Campaign is initiated, or after a Campaign terminates. Invoices submitted to CX Digital Media and payments made to Affiliate shall be based on the Leads as reported by CX Digital Media. CX Digital Media will not be responsible to compensate Affiliate for Leads that are not recorded due to Affiliate's error or for nonpayment by the Advertiser. CX Digital Media may require a Affiliate to provide a W-9, and similar such information, as a condition to payment. CX Digital Media shall not be liable for lost, late, delayed, or unpaid payments due to Affiliate's failure to keep its email address, physical mailing address, and all other information provided on the Application current with CX Digital Media.
4. Notwithstanding anything to the contrary in these Terms and Conditions, in the event that CX Digital Media discharges its obligations to make a payment to Affiliate (each a "Affiliate Payment") and such Affiliate Payment is initiated pursuant to the payment instructions contained in the Affiliate's Application and account, but such Affiliate Payment is not finally completed due to outdated, inaccurate or incomplete information in the Affiliate's Application or account, CX Digital Media shall have no further obligation to make any such Affiliate Payment on the date that is six (6) months after the date on which such Affiliate Payment was initially attempted and Affiliate shall forfeit any right to any further payment or any replacement payment or funds. For clarity, in the event that an Affiliate Payment is made by check and the Affiliate fails to deposit such check before the date that is six (6) months after the date of the check, such check will be deemed to be stale dated and Affiliate shall forfeit any right to any further payment or any replacement payment or funds.
   

F.  Use of Sub-Affiliates.

1. Affiliate agrees not to broker or resell any Campaigns or Ads, or otherwise engage or arrange for other parties ("Sub-Affiliates") to distribute Ads without express prior written permission from CX Digital Media, which may be withheld for any reason. Affiliate's failure to comply with the preceding provision will result in (a) Affiliate automatically forfeiting the right and claim to any revenue generated for its account, (b) immediate termination of Affiliate's participation in the Network, and (c) sole liability to CX Digital Media and Advertiser for all damages related to such breach.
2. If CX Digital Media approves Affiliate's use of Sub-Affiliates, Affiliate (a) must require each Sub-Affiliate to agree in writing to terms and conditions substantially similar to the Compliance Requirements set forth in Section D of this Agreement, and (b) remains solely responsible and liable to CX Digital Media and/or Advertiser for all of the actions (or failure to act) of any such Sub-Affiliate or any other parties working with, for, or under such Sub-Affiliate. Affiliate must keep records of all Sub-Affiliates and Ads distributed by Sub-Affiliates during the term that this Agreement remains effective and for a period of at least six (6) months thereafter. Affiliate must immediately comply with any demand by CX Digital Media to terminate any Sub-Affiliate and prevent such Sub-Affiliate from distributing Ads.

G.  Code.

CX Digital Media Ad codes must not be modified from original format without prior written consent from CX Digital Media. Affiliate agrees to use the Ad code provided for displaying the Ad not more than ONCE per page view. Ad codes cannot be placed in email messages. CX Digital Media Ad codes cannot be used on web pages that contain forums, discussion boards, or chat rooms. Affiliate may not alter, copy, modify, take, sell, reuse, or divulge any CX Digital Media computer code, except as is necessary to partake in the Network, provided, however, with the prior approval of CX Digital Media, an Affiliate may, in certain instances, modify the CX Digital Media computer code for purposes of inserting certain pre-approved language above or below an Ad served by CX Digital Media. Requests for language approval should be sent to Admin@CXDigitalMedia.com.

H.  Use of Leads; Ownership.

Affiliate hereby acknowledges that the collection of the Leads is being done solely for the benefit of CX Digital Media or its Advertiser. Therefore, other than providing the Leads to CX Digital Media for delivery to the Advertisers, Affiliate may not use, sell, transfer or assign or attempt to monetize the Leads for its own purposes. As between the parties, all right, title and interest in the Leads shall vest exclusively in, and Affiliate hereby assigns all such right, title and interest to, CX Digital Media.

All content on the Network Site, including, but not limited to, Ads, ad codes and other computer code, designs, text, graphics, pictures, video, information, applications, music, sound and other files, and their selection and arrangement (the "Site Content"), is the property of CX Digital Media, its Advertisers, or its licensors, with all rights reserved. As between the parties, CX Digital Media and its Advertisers and licensors own and will continue to own all right, title, and interest in and to the Site Content, including without limitation any and all copyrights (and extensions of them) and other proprietary rights arising under United States and foreign laws, statutes, treaties, conventions, proclamations, or the like.

Affiliate may not: (a) remove or modify any copyright or other proprietary notices contained on the Site Content, including on any copies Affiliate makes of the Site Content; (b) cause, permit or authorize the modification, translation, reverse engineering, decompiling, reverse compiling, reverse assembling, disassembling or hacking of any applications or software on the Network Site; (c) use any data mining, robots, scraping, or similar data-gathering or extraction methods; (d) transmit any worms or viruses or any code of a destructive nature, including code that corrupts, disrupts, damages, or destroys data, software, or hardware; (e) provide, transfer, sell, lease, license, sublicense, distribute, disclose, or make available, or permit the use of, the Network Site by, a third party; or (f) upload, frame, sell, or republish Site Content on any Internet, intranet or extranet site or incorporate the information in any electronic database or compilation, without CX Digital Media's prior written permission.

As between the parties, CX Digital Media owns all right, title and interest in and to the CX Digital Media™ trademark and trade name (the "CX Digital Media Marks"). Affiliate may not use the CX Digital Media Marks in connection with any product or service, nor in any manner that is likely to cause confusion about whether CX Digital Media is affiliated with, or the source, sponsor, or endorser, of any product or service. In addition, Affiliate may not use the CX Digital Media Marks in any manner that disparages, tarnishes or discredits CX Digital Media or the CX Digital Media Marks.

I.  Disclaimer of Warranties; Limitation of Liability.

1. The Network and services provided by CX Digital Media, their use by Affiliate, and the results of such use are provided on an "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CX DIGITAL MEDIA MAKES NO WARRANTIES, GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH HEREIN. CX DIGITAL MEDIA DOES NOT WARRANT OR GUARANTEE CONVERSION RATES, PAY-UP RATES, RESPONSE RATES OR ABILITY TO CONVERT THE RESPONSES INTO SALES. ALL SERVICES ARE CONTINGENT UPON CX DIGITAL MEDIA'S ABILITY TO PROCURE NECESSARY ON-LINE ACCESS AND CX DIGITAL MEDIA IS NOT RESPONSIBLE FOR DELAYS CAUSED BY A FORCE MAJEURE EVENT (AS DEFINED BELOW), COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL. CX DIGITAL MEDIA WILL MAKE EVERY EFFORT TO MEET SCHEDULED DELIVERY AND ONLINE DATES, BUT MAKES NO GUARANTEE AND ACCEPTS NO LIABILITY FOR ITS FAILURE TO MEET SAID DATES. CX DIGITAL MEDIA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
2. EXCEPT AS EXPRESSLY PROVIDED BELOW WITH RESPECT TO INDEMNIFICATION AND CONFIDENTIALITY, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSSES OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THEIR OCCURRENCE; AND B) UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR AN AMOUNT GREATER THAN THE NET FEES ACTUALLY PAID BY ADVERTISER TO CX DIGITAL MEDIA PURSUANT TO THIS AGREEMENT WITHIN THE PREVIOUS SIX (6) MONTH PERIOD OF THE INCIDENT LEADING TO THE LIABILITY. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST CX DIGITAL MEDIA MORE THAN ONE YEAR AFTER THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

J.  Indemnification.

Affiliate hereby agrees to indemnify, defend, and hold harmless CX Digital Media and each Advertiser and their respective officers, agents, affiliates and employees from and against all claims, causes of action, suits, liabilities, damages, costs, expenses and fees (including attorney fees) arising out of or related to: (a) any claim for libel, defamation, violation of rights of privacy or publicity, intellectual property infringement or misappropriation, fraud, false advertising, misrepresentation, unfair competition, product liability, or violation of any Laws throughout the world in connection with Affiliate's or its approved Sub-Affiliates' web site(s); (b) any actual or alleged breach by Affiliate of any provision of this Agreement (including the Campaign Terms), or any actual or alleged misrepresentation of Affiliate hereunder; (c) any inaccuracies or omissions contained in Affiliate's Application, (d) any contaminated file, virus, worm, or Trojan horse originating from Affiliate's or its approved Sub-Affiliate's web site(s) or other media properties; or (e) any acts or omissions of any Sub-Affiliate or any other parties working with or under such Sub-Affiliate related to this Agreement ((a)-(e) collectively, "Indemnifiable Actions"). CX Digital Media shall have the right to participate fully, at its own expense and with counsel of its own selection, in the defense of or settlement negotiations regarding any Indemnifiable Action. If a dispute between the parties arises over whether CX Digital is so entitled to indemnification, then CX Digital Media shall be free, without prejudice to any of CX Digital Media's rights hereunder, to defend itself against or negotiate a settlement regarding such Indemnifiable Action. Neither party may bind the other to any settlement of or other agreement regarding any Indemnifiable Action without the prior written consent of the other party; such consent will not be unreasonably withheld or delayed.

K.  General Provisions.

1. Relationship of Parties. For purposes of this Agreement, each party shall be and act as an independent contractor. This Agreement does not constitute, create, or give effect to any employer/employee or franchiser/franchisee relationship, nor any joint venture, partnership, limited partnership, or agency among the parties, and the parties hereby acknowledge that no other facts of relations exist that would constitute, create, or give to effect any such relationship between them. Neither party has any right or authority to assume or create any obligation or responsibility on behalf of the other party except as may from time to time be provided otherwise by written agreement signed by both parties. It is further understood that Affiliate may be an affiliate for other networks in addition to the Network.
2. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their subsidiaries, and their respective successors and assigns, provided that neither party may assign any of its rights, privileges, or obligations hereunder without the prior written consent of the other party except to a successor in ownership (for example, by merger or acquisition) of all or substantially all of the assets of the assigning party, and which successor shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by the assigning party. Any attempt at assignment in derogation of the foregoing is null and void.
3. Mutual Representations. Each party represents and warrants that it is duly organized and in good standing, has the authority to enter into this Agreement, which constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, and has obtained all licenses, authorizations, releases, consents or permits required to perform its obligations under this Agreement and to conduct its business.
4. Severability. If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, all other terms will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated in this Agreement are not affected in any manner materially adverse to either party.
5. Force Majeure. Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party (a "Force Majeure Event"), including but not limited to fire, floods, failure of communications systems or networks, embargoes, war, acts of war (whether war is declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any government.
6. No Waiver. The failure of either party to enforce at any time for any period the provisions of or any rights under this Agreement shall not be construed to be a waiver of such provisions or rights, or the right of such party thereafter to enforce such provisions or rights.
7. Governing Law. This Agreement will be governed by and construed under the laws of the Province of Ontario without regard to the conflicts of law provisions thereof to the extent that the laws of another jurisdiction would be required thereby. The parties agree to bring any action arising out of or related to this Agreement in a court of competent jurisdiction in the City of Toronto, Province of Ontario, irrevocably consent to the exclusive jurisdiction and venue of those courts, and waive any objection to that venue based on the forum's inconvenience or other reasons.
8. Confidentiality. During the term of this Agreement, each party (the "Receiving Party") acknowledges and agrees that the other party (the "Disclosing Party") may provide to it certain proprietary and confidential information, including but not limited to, non-public business and financial information, computer code, and personally identifiable information regarding Advertisers and Affiliates ("Confidential Information"). Confidential Information does not include (a) any information that the Receiving Party can show is in the public domain or became generally known or available without violation of any confidentiality obligations; (b) any information that, before its disclosure by the Disclosing Party to the Receiving Party, was in the Receiving Party's possession without violation of any confidentiality obligations; and (c) any information that, before its disclosure by the Disclosing Party to the Receiving Party, was independently developed by the Receiving Party. Each Receiving Party agrees that:
   1. it will not disclose the Disclosing Party's Confidential Information to any third party, except: (a) to the Receiving Party's professional advisors or employees with a need-to-know the information for purposes of this Agreement so long as the Receiving Party requires those advisors and employees to adhere to the confidentiality obligations under this Agreement, (b) with respect to CX Digital Media, as permitted by the Privacy Statement, or (c) as required by law or legal process, provided that the Receiving Party does not make any such disclosure without first notifying the Disclosing Party and allowing the Disclosing Party a reasonable opportunity to seek injunctive relief from (or a protective order with respect to) the obligation to make the disclosure.
   2. neither it nor its employees will use the Disclosing Party's Confidential Information for any purpose not expressly permitted under this Agreement, or with respect to CX Digital Media, in accordance with the Privacy Statement; and
   3. it will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own confidential or proprietary information of similar nature, but with no less than reasonable care.
9. Entire Agreement; Modifications. This Agreement, including the Application, Campaign Terms, and Privacy Statement, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections (including, without limitation, Sections B, C.4, D.4.b, F, G, H, I, J, and K) survive expiration or early termination of this Agreement.
10. Public Release. Affiliate shall not release any information regarding any Campaigns, Ads, or Affiliate's relationship with CX Digital Media or its Advertisers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of CX Digital Media.
11. Notices. All notices and other communications to CX Digital Media must be in writing, and will be deemed to have been duly given or made upon receipt if delivered in person, by reputable overnight courier service (with signature required) or by registered or certified mail (postage prepaid, return receipt requested) to CX Digital Media at:

CX Digital Media Inc.
1255 Bay Street, Unit 400
Toronto, ON M5R 2A9
Canada