The following terms and conditions (this "Agreement") is a legal agreement between Click4Click ("Company") and you ("You" or "Your"), the user of the Click4Click website (the "Site"). You and Company may also be individually referred to herein as a "Party" and collectively as "Parties". You agree to use the Site and any additional services offered by Company in the future only in accordance with this Agreement. Company reserves the right to make changes to the Site and the terms and conditions of this Agreement at any time.

Your continued use of the Site after any such modification and notification thereof shall constitute Your consent to such modification.

1. Use of the Service

The Site allows Company to create a exit exchange program (“Program(s)”) designed to increase the traffic received by all those Affiliated Partners (“Affiliates”) that participate in the exchange. The Programs will generate credits within the site proportional to the Affiliates’ use of the Site. These credits (“Bounty”) are generated from a specific event (“Event”) defined as a traffic exchange to one or more Affiliate within the system. Accrued credits may be spent within the system at the Affiliates discretion in trade for a volume of Events to their own advertising. The Bounties have no cash value and are not transferable outside of the Site.

2. License.

All websites, newsletters, companies, or individuals need official approval from Company before they can become an Affiliate Partner ("Affiliate"). Only websites, affiliated websites and email distribution lists that have been reviewed and approved are permitted to use the Site. Company reserves the right to withhold or refuse approval for any reason, whatsoever.

1. In order to be eligible to become a Company Affiliate, all websites, affiliated websitesand email distribution lists must meet the following criteria:
2. Further to 2i) above, Company affiliates may not include content or links to content including libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content or pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content

Company grants You a non-transferable, non-exclusive limited license, if approved, to use the Site and any data, reports, information or analyses arising out of such use, subject to the terms and conditions set forth herein. You acknowledge and agree that You do not have, nor will claim any right, title or interest in the Site software, applications, data, methods of doing business or any elements thereof. You may only access the Site via web browser, email or in a manner approved by Company.

3. Fraud.

Company actively monitors traffic for Fraud. If we detect fraud, your account will be made inactive pending further investigation. If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by Company, such as pre- population of forms or mechanisms not approved by Company), you will forfeit your entire commission for all programs and your account will be terminated. Company reserves sole judgment in determining fraud, and you agree to this clause. It is the OBLIGATION of the Affiliate to prove to Company that they are NOT committing fraud. Company will hold your payment in 'Pending Status' until you have satisfactorily provided evidence that you are not defrauding the system. We flag accounts that:

• Have click-through rates that are much higher than industry averages and where solid justification is not evident.
• Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported.
• Have shown fraudulent leads as determined by our clients
• Use fake redirects, automated software, and/or fraud to generate clicks or leads from our program

This Agreement shall commence upon Your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon three (3) days' notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Company reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason, upon notice to You. Company also reserves the right to terminate Your access to the Site at any time without notice. Termination notice will be provided via e-mail and will be effective immediately. All legitimate moneys due to Affiliate will be paid during the next billing cycle. If Affiliate defrauds the system, then payment is revoked as determined solely by Company.

The representations, warranties and obligations contained in paragraphs 5, 6, 7, 8, 9 and 10 shall remain in full force and effect after termination of this Agreement. All payment obligations accruing prior to the termination date shall survive until fully performed.

5. Representations and Warranties.

• Your site must be in English.
• Your traffic must be primarily US-based, and You must have your own top level domain (e.g. Click4Click.com).
• You must be based in the United States, Canada, United Kingdom, or Australia.
• You agree not to send Unsolicited Commercial Email (i.e., SPAM). You cannot post any specific messages to newsgroups, chat rooms, bulletin boards or any other places unless expressly approved in writing from Company. You can post messages which are generic in nature and do not mention any specific client or offer, which are expressly approved in writing from Company;
• You represent and warrant that: Your Media is in compliance with all applicable laws and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content;
• You agree not to promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
• You agree not to engage in any illegal activity, in accordance with Federal Law, whatsoever;
• You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media; You agree to not use deceit when marketing Advertiser’s offers or presenting these offers to consumers; You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
• If instructed to do so by Company and/or if this Agreement terminates, You will immediately remove and discontinue the use of any Site Data;
• If You are notified that fraudulent activities may be occurring on your Media, and You do not take any actions to stop the fraudulent activities, then You are responsible for all associated costs and legal fees resulting in these fraudulent activities;
• If any errors or undesirable results occur due to no fault of Company, Company shall not be responsible for losses and You may not be compensated.

All information submitted by end-user customers pursuant to a Program is proprietary to and owned by Company. Such customer information is confidential and may not be disclosed by Company. In addition, You acknowledge that all non-public information, data and reports received from Company hereunder or as part of the services hereunder is proprietary to and owned by Company. All proprietary information is protected by copyright, trademark and other intellectual property law. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary information in any manner. These non-disclosure obligations shall survive the termination of this Agreement.

7. Limitation of Liability:

THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY COMPANY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY COMPANY IS ACCURATE, COMPLETE OR CURRENT.

8. Indemnity

You shall indemnify, defend and hold Company harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of Your: (a) improper use of the Site; or (b) breach or violation of this Agreement. Company shall indemnify, defend and hold You harmless from and against any and all claims allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Your use of the Company’s creative provided in connection with your regular use of the Program

9. Miscellaneous.

This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venturer or employee of the other. All notices shall be sent to the addresses submitted by You when signing up for the service by certified mail, fax, email or courier.Company reserves the right to change any conditions of this contract at any time, with or without notice.