1.1 Payment Period

On the 15th day of each month, C2B will total all accumulated data for the previous month. Payments are then sent to all Publishers who have earned more than the Minimum Payment Threshold. Payments are made based on C2B reporting. Do not invoice C2B; all Publisher invoices are discarded. Checks will be processed and sent via traditional mail on a net-30 basis. An email message will be sent to a Publisher that is due payment in that month, notifying the Publisher of the amount of the check to be sent.

1.2 W8/W9

We will not release payment to any publisher without first providing C2B with the proper tax identification information. Publisher must agree to the W8/W9 tax form instruction and perjury statement as noted by the IRS at http://www.irs.gov/pub/irs-pdf/iw9.pdf.

1.3 Minimum Payment Threshold

Payments will not be sent to Publishers who have earned less than $100 at the end of the pay period. Any balance under $100 will be added to the next pay period.

1.4 Payment Calculations

C2B has adopted the “IAB” methodology for measuring impressions, clicks, leads and acquisitions. Payments are based upon delivery in accordance with these measurements and tracking data calculated by C2B. In addition, all payments will be based upon C2B's measurements and not based upon Publishers, its clients, its agents or any third party's measurements. Publishers and clients of C2B will be provided login access to monitor real-time data as it relates to their campaign and the term of contract. C2B has developed a multi-tiered tracking system, which allows us to monitor all network actions and identify those with questionable activity. C2B reserves the right to withhold payment to any Publisher that exhibits questionable activity (see Fraudulent Activity).

2.1 Positioning Banner/Ad's

All C2B ad code must be placed and appear on the upper third portion (“above the fold”) of any page containing such code. C2B banners may not be grouped together with more than three full-sized banners on the same page. The C2B banner may not be placed on pages that contain no content, or on websites/domains that have not been approved by C2B Publisher Services. Publisher agrees to use the C2B ad code provided for displaying creative not more than ONCE per page view.

2.2 Exclusion of Banners and ads

Publishers will not have the ability to select which advertisements they receive. However, each Publisher will have access online tools that permit the exclusion of any banner which a Publisher determines inappropriate for their particular site.

2.3 Multiple Pages

Publishers may place the C2B code on any and all appropriate pages within an approved website/domain.

2.4 Code Integrity

Publishers may not alter C2B code except for placement purposes. Publishers may not alter Advertiser creative (text, html, graphics, etc.) in any way. Modification of Advertiser creative is grounds for immediate termination and no payments will be made for any unpaid revenue earned up to the time of termination.

2.5 Removal

Publishers agree to remove from their website (i.e. cease to display) any and all specific Advertisers creative within 24 hours if requested by C2B in writing (including email communications). Publisher understands and agrees that they will receive no compensation for any Advertiser's campaign after the 24 hours notice has expired.

3.1

Publishers acquiring data for any of C2B's clients are under the same obligations and requirements as all Publishers entering into an agreement with C2B and/or its subsidiaries. The breach of any terms and conditions of this Agreement will result in immediate termination.

3.2

Publisher represents and warrants that all commercial email solicitations must originate from verified “Opt-In” sources only, and require a viable “Opt-Out” option through a link or e-mail address for recipients wishing not receive further advertisements, solicitations, or communications from Publisher. Publisher agrees to maintain the “Opt-Out” link for thirty (30) days from date of “Send” and to remove any “Opt-Out” request within 10 days of date of request. Publisher shall forward all “Opt-Out” requests specific to an Advertiser to the address identified for such Advertiser, within five (5) days of receipt. Publisher will not send any commercial emails before suppressing against its own and Advertisers Opt-Out lists. Publisher agrees not to resell any e-mail name that has requested to “Opt-Out” and recognizes that under the Can-Spam Act it is illegal to do so. Publisher represents and warrants that their lists of email names have been solely obtained from recipients who have expressly consented to receive advertisements from Publisher and its 3rd party marketing partners for various products and services. Publisher further agrees to honor any Advertiser's “Do Not Send” lists provided by C2B's Advertisers, and to “Suppress” the Advertiser's list against their own before the e-mail is sent. Publisher represents and warrants that they will not send e-mails to (i) recipients who have not expressly consented to receive such emails from Publisher;( ii) foreign email addresses; or (iii) such address as would constitute a mobile service message as defined by the Can-Spam Act.

3.3

Publishers agree to abide by all C2B restrictions and notices pertaining to individual campaigns, including but not limited to not sending advertisements via email if C2B has placed such restrictions on individual campaigns.

3.4

Publisher agrees not to send commercial email communications with misleading or fraudulent information in the “From Line”, “Subject Line” or “Header” of an email message.

3.5

Publisher agrees not to send commercial email communications that contain or are accompanied by a third party's domain name without the express written permission of the third party.

3.6

Publisher represents and warrants that they will maintain records of all email names in their databases that show recipient's express consent to receive emails from the list owner, including detailed “Opt-In” records of all email address sources including time and date stamp, IP address or other supporting information which shows unequivocally that a recipient expressly consented to receive commercial emails from the Publisher and its 3rd party marketing partners. Publisher agrees to provide C2B and our Advertisers with access to those records and to permit C2B or Advertiser the right to audit such records.

3.7

Publisher represents and warrants that it has and will operates its business in full compliance with the Can-Spam Act and any other laws applicable to commercial email.

3.8

Publisher represents and warrants that it will not use any “Opt-Out” lists provided by C2B on behalf of our Advertiser, for any other purpose than to suppress the Advertisers lists against the Publishers list of email names. Furthermore, Publisher represents and warrants that it will not re-sell, broker, give, or otherwise transfer any “Opt-Out” lists or email names to any other party. Upon completion of the campaign, Publisher shall return all “Opt-Out” lists provided and certify that it has not retained any copies of any portion of such lists.

3.9 Spam Indemnification

Publisher agrees to indemnify and hold C2B, its Advertisers and their respective affiliates, employees, officers, agents, directors and representatives (“C2B Indemnified Parties” or “VCIP”), harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) (collectively “Losses”) arising out of or in connection with C2B's use of the email list provided by Publisher (including, but not limited to alleged violations of the Can-Spam Act).

3.10 Newsletters

Publishers using and sending newsletters via email, where such newsletters contain more than one advertisement provided by C2B must provide an Opt-Out mechanism whereby each Advertiser will receive any and all un-subscribes for every offer contained within the newsletter. The following text (or similar text) must appear and be fully functional, where the un-subscribe link is substituted with the Publishers email address, and is operated and maintained by the Publisher.

“If you wish to be removed from this list, please [standard list unsubscribe instructions]. If you would like to stop receiving future offers from any of the advertisers shown above, please send an email to unsubscribes@publisherdomainnamehere.com specifying the advertiser(s) you would like to be removed from. Your unsubscribe request will be forwarded to the specific advertiser(s).”

4.1

Publishers acquiring data for any of C2B's clients are under the same obligations and requirements as all Publishers entering into an agreement with C2B and/or its subsidiaries. The breach of any terms and conditions of this Agreement will result in immediate termination.

4.2

In addition, the Publisher gathering data agrees to perform a one-time test transmission prior to sending actual usable Data. The Publisher is paid upon acceptance of verifiable data that meets the definition as prescribed herein by C2B.

5.1

C2B will not tolerate or accept any activities it deems harmful or potentially damaging to its reputation and/or business, or that of its customers and/or clients including but not limited to the activities stated in these Terms and Conditions. C2B employs individuals for the express purpose of monitoring the Publisher website within our network to ensure that our customers and clients are receiving the highest quality campaigns.

5.2

C2B has also developed an advanced anti-fraud system. Publishers applying to join the network with the intent to generate fraudulent actions should be advised that our system does detect and document fraudulent activity. Fraud may result in non-payment, removal from the network, and/or additional legal action. C2B reserves the right to require Publishers to provide server log files upon request.

5.3

C2B reserves the right to terminate a Publisher's account at any time for any reason, including but not limited to inappropriate activities, actions or site content as outlined in these Terms and Conditions, at the discretion of C2B's staff. As of the date of termination, Publisher will no longer receive payment for any revenues, including but not limited to referral revenues.

5.4

C2B will not pay or compensate Publishers in any way for any leads or acquisitions that have been received and rejected by advertiser for any reason, including but not limited to, invalid data, incomplete data, or fraudulent data (as determined by C2B), that can be attributed directly to a specific publisher and/or website, or that have been deemed by C2B to be invalid, or fraudulent.

In the event that the publisher has already received payment for invalid leads or acquisitions, C2B reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Publisher.

5.5 Automated and forced click-throughs

Auto-spawning of browsers, automatic redirecting of users or any other technique of generating "automated" click-throughs is strictly prohibited. It is also prohibited to require users to click on the advertiser's banner before entering any area of a website.

5.6 Incentives

Publishers are prohibited from offering any kind of incentive, including but not limited to cash, credits, loyalty points or any such rewards in an attempt to generate results or in securing leads. If a Publisher is found to offer incentives in the generation of results or leads, it may be banned by our advertiser(s), and therefore removed from our network.

5.7 Banner Statements

Making statements near advertiser's banners requesting that visitors "click" on the banner is strictly prohibited. Publishers may use one of the following terms verbatim if so desired:

• Click here to visit our sponsor
• Please support our sponsor
• To visit our sponsor, click here
• Please visit our advertiser

5.8 Spamming

Publisher warrants that it will not send any commercial email to any person who has requested not to receive email from the Publisher and/or Advertiser and that they are in full compliance with the Can-Spam Act. Publisher also understands that upon doing so it automatically forfeits the right and claim to any revenue generated for its account, and Publisher's account will be immediately terminated. Publisher further agrees that all of Publisher's business will be in compliance with all local, State, and Federal anti-spam policies and all other applicable laws.

5.9 Reselling Data/Campaigns

Publisher agrees not to broker or resell any campaigns or creative materials from C2B's Advertisers or Agencies to any other party without express written permission from C2B. Publisher also understands that upon doing so, it automatically forfeits the right and claim to any revenue generated for its account, and its account will be immediately terminated. Breach of this provision will cause Publisher and its web property to be liable for all damages related to such breach.

5.10 Repeats

Publishers agree not to permit repeated instances of multiple clicks, subscriptions and/or acquisitions from a single user. Publishers found to be encouraging or supporting such actions will be terminated immediately.

5.11 Approved Websites

Publishers agree to place banner code only on websites that have been pre-approved by C2B.

5.12 Websites must;

• Not contain, promote, have links to profanity, sexually explicit materials, hate material, promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of C2B.
• Not promote or reference software piracy (warez, cracking, etc.), hacking, phreaking, emulators, ROM's, or illegal MP3 activity.
• Not promote illegal activities, deceptive practices or violations of the intellectual property rights of others.
• Not be personal web pages, non-English language pages, or FREE hosted pages (Geocities, Xoom, Tripod, Talk City, etc.)
• Not promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail or use Spyware.
• Not be advertised or promoted through the use of unsolicited bulk email, or allow website members or customers to engage in similar activities through Publisher's Web Site, including those activities prohibited by this agreement.

5.13 Management of Advertisers

Publishers will be solely responsible for the management of all advertisements appearing on their website through the C2B ad code. Furthermore, it is the responsibility of the Publisher to monitor and exclude those Advertisers that the Publisher determines it does not want to promote. C2B will not accept responsibility or liability for excluding any Advertisers for Publishers.

6.1 Age Restriction

As of April 21, 2000 the Children's Online Privacy Protection Act (“COPPA”) became effective. The regulations apply to the online collection of personal information from children under the age of 13. C2B is very sensitive to the issue of children's privacy and makes every effort to protect the privacy of children using the Internet. If your website collects information on children under the age of 13 you must comply with these new regulations.

6.2 Single Account

Any person, Publisher, or affiliated group may have only one account. However, each account may include multiple websites/domains. In the event that a Publisher signs up more than one website/domain and it has been approved by C2B, each and every additional website/domain is obligated and bound by these same terms and conditions. In any event C2B reserves the right to reject or approve any additional sites, and is under no obligation to accept any sites for any reason, even if the additional sites are the property of an already approved publisher. All activity for a given account will be consolidated into one report.

6.3 Cancellation of this Agreement

C2B reserves the right to deactivate a Publisher's account at any time, for any reason, including but not limited to inappropriate content, questionable activity, inactivity or minimal traffic, effective immediately upon sending an electronic message to the email address provided by the Publisher. Should C2B exercise its rights pursuant to this section (Cancellation), with the exception of Publishers terminated as a result of breach of this Agreement, Publishers shall be entitled to receive payment for any Impressions and/or Click-throughs delivered up to and including the date of cancellation, as long as Publishers earnings equal the Minimum Payment Threshold defined in this Agreement at the date of cancellation. If a Publisher has not reached the Minimum Payment Threshold the Publisher will be charged a service fee representing C2B's cost of establishing and maintaining the Publisher's account. This service fee will be the lesser of the Minimum Payment Threshold or any balance remaining in the Publisher's account.

6.4 Content Copyright

Publishers guarantee that all content on their site is legal to distribute and that they own or have the legal right to use any and all copyrighted material.

6.5 Trademarks

Neither party grants the other party a license to use its trademarks, logos, trade names and the other similar identifying material that it provides (collectively, the “Marks”) unless agreed to in writing. Any use by one party of the other party's Mark(s) must be submitted to the other party in advance for approval, which approval shall be within the sole discretion of the owner of the Mark. Each party agrees not to alter, modify or change the other party's Mark(s) in any way. Each party agrees not to use the other party's Mark(s) in any manner that is disparaging or that otherwise portrays the other party in a negative light. Any rights not expressly granted herein are hereby reserved.

6.6 Non-Competition

C2B has proprietary relationships with the clients that advertise on the C2B Network. During the term of the Publisher's inclusion in the C2B Network and for a period of twelve (12) months after cancellation of Publisher's account, Publisher agrees not to solicit, induce, recruit or encourage, directly or indirectly, any client that the Publisher knows, or has reason to know, is a current advertiser on the C2B Network, or has advertised on the Publisher's Web site through the C2B Network during the twelve (12)-month period prior to the acceptance of the Publisher to the C2B Network, for the purpose of offering to such advertiser products or services that compete with those of C2B, including, without limitation, the placement or publishing of advertising, with the exception of reasonably documented, preexisting relationships with advertisers (clients) or relationships entered into in the ordinary course of Publisher's business. Furthermore, during the term of the Publisher's inclusion in the C2B Network and for a period of twelve (12) months after cancellation of Publisher's account, Publisher agrees that in the event it (the Publisher) is approached, solicited, induced, recruited or encouraged, directly or indirectly, by any client that the Publisher knows, or has reason to know, is a current advertiser on the C2B Network, or has advertised through the C2B Network during the previous twelve (12) months period prior to being approached, for the purpose of offering to such Publisher products or services that compete with those of C2B, including, without limitation, the placement or publishing of advertising, the Publisher will notify C2B immediately and the Publisher agrees not to conduct or enter into any business relationship with such client. The Publisher understands that in the event of a breach of the forgoing representations by Publisher, C2B shall be entitled to injunctive or other equitable relief as a remedy therefore, without the necessity of posting a bond with respect thereto. Any such relief awarded shall be in addition to any appropriate relief which may be awarded in the form of monetary damages, and C2B shall be entitled to monetary damages to the fullest permitted under applicable law. The foregoing remedy is a material, bargained for basis of this agreement and has been taken into account in each party's decision to enter into this Agreement.

6.7 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.

6.8 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 or privileges 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 shall be held null and void.

6.9 Indemnification

Publishers will at all times indemnify and hold harmless C2B from and against any and all losses arising out of any arising out of the Publisher's breach of any representation, warranty or obligation hereunder, or any alleged breach of any representation, warranty or obligation to any other party.

6.10 Limitation of Liability

C2B SHALL NOT HAVE ANY LIABILITY TO THE PUBLISHER FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT C2B'S TOTAL OBLIGATIONS AND/OR LIABILITY CAN NEVER EXCEED THE VALUE OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION.

6.11 Representations

Each party represents and warrants that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereunder, and that any material provided by it to the other party for display on the other party's site will not infringe on any copyright, trademark or other proprietary right of any third party.

6.12 Severability

If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such decision shall not affect the validity of any or all of the remaining portions thereof.

6.13 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, 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 governmental authority or the other party; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay of the failure to perform as noted above.

6.14 Entire Agreement

This Agreement constitutes the entire agreement and supersedes all prior agreements of the parties with respect to the transactions set forth herein. C2B reserves the right to modify these terms and conditions at its sole discretion. Publishers are entitled to review these terms and conditions periodically.

6.15 Governing Law

This Agreement will be governed by and construed under the laws of the State of California without regard to the conflicts of law provisions thereof. Any action relating to this Agreement must be brought in the federal or state courts located in the County of San Diego, California, and Publisher irrevocably consents to the jurisdiction of such courts.

6.16 Confidentiality

Each party acknowledges that it will not disclose the confidential information of the other party, except to its employees and professional advisors and except as required by law.

6.17 Marketing/Press Releases

Publisher agrees to permit C2B to reference site/inventory to potential clients and internal sales force for the purpose of selling publisher inventory. This includes use of the name on sales documents and presentations. Publisher agrees to permit C2B to use Publisher name, image or logos in any Public Relations context C2B sees fit.

7.1

Internet consumer privacy is of paramount importance to C2B, its subsidiaries, and our customers. C2B is committed to protecting the privacy of consumers, clients, and advertisers, and to do our part to maintain the integrity of the Internet.

The Publisher therefore affirms and attests that they have a privacy policy that is in compliance with all FTC guidelines, rules and regulations with respect to online privacy.