1.1 Eligibility. The Affiliate must be at least 18-years old and the age of majority (the age at which the Affiliate can legally consent and enter into contracts) in the Affiliate's place of residence to enroll in the Program. If the Affiliate is an entity, all individuals involved in the entity must be at least 18-years old and the age of majority in their place of residence.

1.2 Eligibility. of Open Application. Clickbank will evaluate the Affiliate's application and will notify the Affiliate of its acceptance or rejection. Among other reasons for rejection, the Company may reject the Affiliate's application if it determines, in its sole discretion, that one or more affiliate sites are unsuitable for the Program. Unsuitable affiliate sites include those that:

(a) promote sexually explicit materials;

(b) promote violence;

(c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

(d) create fraudulent ads or make false claims;

(e) promote illegal activities; or

(f) violate intellectual-property rights.

1.3 Reapplication. If the Company rejects the Affiliate's application, the Affiliate may reapply to the Program at any time.

(a) Use RestrictionsThe Affiliate will only use the Licensed Material in accordance with this agreement and not for any other purpose. The Affiliate will only download a single copy of the Licensed Material and upload a single copy to the Affiliate Site. The Affiliate will not make any further copies of the Licensed Material. All unauthorized access or duplication of the Licensed Materials is a material breach of this agreement and an infringement of the Company's and potentially others' trademarks, copyrights, or other rights, including privacy and publicity rights.

(b) Other Prohibited Actions Unless the Company expressly authorizes in writing, the Affiliate will not:

(i) Modify, translate, reverse engineer, decompile, or disassemble the Licensed Materials;

(ii) Create derivative works based on the Licensed Materials;

(iii) Rent, lease, or transfer any rights in the Licensed Materials;

(iv) Remove any proprietary notices or labels on the Licensed Materials; or

(v) Make any other unauthorized use of the Licensed Materials.

6.1 Email Campaigns. For all email campaigns, the Affiliate must first download the "Suppression List" from the Company. The Affiliate must filter the Affiliate's email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on the Affiliate's email list. The Company regularly updates the Suppression List. The Affiliate must download the updated Suppression List and filter the Affiliate's email list before sending any email containing the Promotional Links. The Company will provide an opt-out method in all Promotional Links, however, if any opt out requests come directly to the Affiliate, the Affiliate must immediately forward them to the Company at [email protected]. The Affiliate's emails containing the Promotional Links must not include any content other than the Promotional Links, except as required by law.

(a) The Affiliate's failure to download the Suppression List and remove all emails from the database before emailing may result in commission withholdings, removal or suspension from all or part of the Program, possible legal action, and any other rights or remedies available to the Company under this agreement or otherwise.

(b) The Affiliate must not use the Suppression List for any purpose other than to comply with applicable laws regulating the email transmissions. The Affiliate must not send emails containing the Promotional Links or otherwise market the Promotional Links to addresses contained in the Suppression List. The Affiliate acknowledges that doing so may result in commission withholdings, removal or suspension from the Program, possible legal action, and any other legal rights or remedies available to the Company under this agreement or otherwise.

6.3. Prohibited Conduct. The Affiliate is responsible for all content posted on the Affiliate Sites. The Affiliate must not engage in the following prohibited conduct:

(a) Illegal or Objectionable Content. The Affiliate will not disseminate, post on the Affiliate Sites, or provide links to any sexually explicit materials. Nor will the Affiliate disseminate, post on the Affiliate Sites, or provide links to any content or materials of the following nature: warez, distribution of pirated content, prostitution or escort services, human trafficking, gambling, or controlled substances (including related paraphernalia).

(b) Spam. The Affiliate will not disseminate spam in connection with the Program or otherwise promote the Program Sites or the products available on the Program Sites to or through any spam lists. The Company imposes a strict, no-spam policy for participants in the Program. What is spamming will evolve over time as new technologies and methodologies emerge for spammers to find new ways to abuse the Program. Some of the facts that the Company takes into account when determining what is spamming include the following:

No one factor is controlling, and the Company will look to the particular circumstances of each case to determine what is spamming. When in doubt, don't do it-you spam, you're out.

(c) Fraudulent and Deceptive Trade Practices. The Affiliate will not engage in any fraudulent, deceptive, or unfair transactions or trade practices. The Affiliate will comply with the Federal Trade Commission (FTC) statutes and regulations and all related rules, policies, and advisory opinions in advertising, marketing, and promoting the Program and the Program Site, including the Restore Online Shoppers' Confidence Act (15 U.S.C. §§ 8401-8405); Guides Against Deceptive Pricing (16 C.F.R. Part 233); Guides Against Bait Advertising (16 C.F.R. Part 238); Guides Concerning Use of the Word "Free" and Similar Representations (16 C.F.R. Part 251); Guides Concerning Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255); Use of Pre-Notification Negative Option Plans (16 C.F.R. Part 425); FTC Policy Statement on Deception; FTC Policy Statement on Advertising Substantiation; FTC Policy Statement on Unfairness; and FTC .com Disclosures: How to Make Effective Disclosures in Digital Advertising.

(d) Defamation and Related Conduct. The Affiliate will not publish content on the Affiliate Sites that is defamatory, libelous, threatening, abusive, hateful, derogatory, disparaging, or otherwise injurious to any person or the reputation of anyone.

(e) Intellectual-Property Rights. The Affiliate will not publish content on the Affiliate Sites that infringes the intellectual-property rights or other legal rights of any person, including copyright, patent, trademark, service mark, trade secret, trade dress, right of privacy, right of publicity, moral right, and any other proprietary right.

(f) Cybersquatting or Typosquatting. The Affiliate will not use or register or try to use or register any domain name (including second-level, third-level, fourth-level, fifth-level, and so on), subdomain name, or directory that is identical or confusingly similar to a trademark or service mark in which the Company or another person has intellectual property or other legal rights in, including the Company Marks.

(g) Paid Search Advertising Schemes. The Affiliate will not bid on or purchase any online paid advertising schemes that incorporate or are confusingly similar to the Company's trademarks, service marks, domain names, or URLs, including the Company Marks. The prohibited advertising schemes include pay-per-click models, sponsored links, search engine keywords, AdWords, or similar advertising schemes.

(h) Metatags. The Affiliate will not use any false, misleading, or infringing metatags tied to the Affiliate Sites. In addition, the Affiliate will not use any metatags that would imply or suggest that underage or illegal content may be found on the Affiliate Sites or one or more Program Sites.

(i) Misrepresentation of Relationship. The Affiliate will not misrepresent the Affiliate's contractual relationship with the Company or imply that any relationship exists with the Company except as expressly provided in this agreement. For example, the Affiliate will not publish any statement indicating that the Company supports, endorses, or contributes to the Affiliate Sites except as expressly provided in this agreement.

(k) Deceptive Emails. The Affiliate must not use the Company Marks, the Company name, or the product names in the "sent from" or "from" line of any emails sent by the Affiliate to market the Program, the Program Sites, or the products available on the Program Sites.

(i) Unauthorized Access. The Affiliate's unauthorized access or duplication of any Licensed Materials or other content that the Affiliate obtains directly or indirectly through its participation in the Program is a material breach of this agreement.

(m) Malicious Code, Viruses, Etc. The Affiliate will not use or offer for download any material that contains a virus malware, or malicious code, for example, a trojan horse, that has the potential of causing disruption or damage to any computer system, network, or server. The Affiliate will be liable to the Company for all damage caused by any program of this nature.

(n) Links to and Content of Others. The Affiliate will not use the Licensed Materials, the Company Marks, or any other of the Company's intellectual property to promote or link to any other website. No links to other sites are permitted on pages where the Licensed Materials are used.

(o) Use of Unapproved Promotional Materials. The Affiliate will only use the Licensed Materials provided by the Company unless the Company states otherwise in writing. The Affiliate will not use any other material, whether created by the Affiliate or others, to promote the Program or the Program Sites unless the Company states otherwise in writing.

(p) Abuse of Promotional Links. The Affiliate will not abuse the Promotional Links, including by using the Promotional Links to purchase products on one or more Program Sites; sharing, posting, or spamming the Promotional Links in any area of the Program Sites; and recruiting existing customers to purchase products via the Promotional Links.

6.4. Breach of Program Requirements. The Company may withhold referral fees or terminate this agreement if the Affiliate breaches this section 6.

13.1. By the Affiliate. The Affiliate states that the following facts are accurate and will continue to be accurate during this agreement:

(a) It is duly organized, validly existing, and in good standing as a limited liability company.

(b) It has the power to enter into this agreement and to perform its obligations under this agreement.

(c) It owns or has the right to operate the Program and the Program Sites.

(d) It owns or has the right to license the Licensed Materials and the Company Marks.

14.1. Neither party will use or disclose to any third party the other party's Confidential Information except as necessary for the performance of this agreement or to enforce this agreement. The confidentiality obligations will not restrict either party from disclosing Confidential Information of the other party in accordance with a court order from a court of competent jurisdiction, on condition that the party required to make the disclosure gives reasonable advance written notice to the other party so that it may contest the order and if that disclosure is required, only discloses the part of the Confidential Information that its legal counsel advises is legally required.

14.2. "Confidential Information" consists of (a) any technical information or plans concerning the Program or any software or other technology of the Company; (b) any financial information of the other party; (c) other information disclosed by one party to the other party that is marked as confidential or should reasonably be assumed to be confidential under the circumstances; and (d) customer personal data. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of or breach of the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is obtained by the receiving party rightfully from a third party who has no duty of confidentiality to the disclosing party.

17.1. TermThis agreement begins on the Company's acceptance of the Affiliate's Program application and ends when terminated by either party.

17.2. Termination. Either party may terminate this agreement for any reason. The Affiliate is only eligible to earn referral fees on sales of qualifying products occurring during the term, and fees earned through the date of termination, which will occur on the giving of notice, will remain payable only if the related orders are not cancelled or returned or if payment for those orders is not refunded or charged back. The Company may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate will forfeit all referral fees due if the Company terminates the Affiliate from the Program because of the Affiliate's fraudulent activity or for any breach of the program requirements set out in section 6.

17.3. Survival. Any part of this agreement that imposes an obligation after termination will survive the termination, including all disclaimers and limitations of liability.

19.1. The Company is not making any guarantee of profitability or about the amount of money the Affiliate will earn through the Program. The Affiliate acknowledges that past affiliate earnings do not guarantee or suggest similar future earnings.

19.2.The Company is not making any warranty-express, implied, oral, or otherwise-that

19.3The Company offers the Program, the Program Sites, the Licensed Materials, the Company Marks, and any products sold through the Program "as is." The Company is not making any warranty, either express or implied, including the implied warranty of merchantability, fitness for a particular purpose, and noninfringement for the Program, the Program Sites, the Licensed Materials, the Company Marks, or any products sold through the Program. No advice or information, whether oral or written, obtained from the Company or elsewhere will create any warranty not expressly stated in this agreement.

20.1The Program, the Program Sites, and the Licensed Materials may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. The Company is not liable for any delays, delivery failures, or other damage resulting from those problems.

20.2The Company will not be liable to the Affiliate for any of the following:

20.3. The Company will not be liable to the Affiliate for breach-of-contract damages that the Company could not reasonably have foreseen on entry into this agreement. The Company also will not be liable to the Affiliate-regardless of theory of liability and even if the Affiliate advised the Company of the possibility of these damages-for any damages for: (a) loss of use; (b) loss of services; (c) loss of profits; (d) loss of revenue; (e) loss of goodwill; (f) loss of contracts; (g) loss of data; (h) loss of privacy; (i) loss of business or opportunity; or (j) cost of obtaining substitute goods or services related to the Program, the Program Sites, the Licensed Materials, or the Company Marks.

20.4. Except as stated in this agreement, neither party will be liable to the other party for indirect, incidental, special, statutory, exemplary, or punitive damages arising from or relating to this agreement, regardless of theory of liability and even if that party knew or should have known of the possibility of these damages, including loss of revenue or anticipated profits or lost business.

20.5. The Company's total cumulative liability to the Affiliate for any breach of this agreement will not exceed the greater of the total amount owed to the Affiliate under this agreement and US $250.

22.1. In General.The Affiliate will pay the Company for any loss of the Company's that is caused by the Affiliate's (a) use of the Program, the Program Sites, the Licensed Materials, or the Company Marks; (b) failure to pay taxes in connection with referral fees earned under this agreement; (c) dispute with any customer, affiliate, or any other person; (d) breach of this agreement, including any statement of fact in section 13.1; (e) infringement of any person's intellectual-property rights, including copyrights and trademarks; (f) violation of any applicable law; (g) fraudulent or deceptive conduct or trade practices, including making false claims or fraudulent ads; or (h) tortious or criminal acts or omissions. But the Affiliate is not required to pay if the loss was caused by the Company's intentional misconduct.

22.2 Definitions

22.3 Company's Duty to Notify. The Company will notify the Affiliate before the 15th business day after the Company knows or should reasonably have known of a claim for a loss that the Affiliate might be obligated to pay. The Company's failure to give the Affiliate timely notice does not terminate the Affiliate's obligation, except to the extent that the failure prejudices the Affiliate's ability to defend the claim or mitigate losses.

22.4. Legal Defense of a Claim

22.5. No Exclusivity. The Company's rights under this section 22 do not affect other rights that the Company might have.

23.1. Litigation Election. Either party may elect to litigate the following type of case or controversy: (a) an action seeking injunctive relief; (b) an action seeking to enforce or protect intellectual-property rights; (c) a dispute related to claims subject to indemnification under section 22; or (d) a suit to compel compliance with this dispute resolution provision.

23.2 Negotiation. Each party will give the other a reasonable opportunity to comply before it claims that the other has not met its obligations under this agreement. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties relating to this agreement. The party raising a dispute will submit to the other party a written notice and supporting material describing all issues and circumstances related to the dispute (a "Dispute Notice"). A primary representative designated by each party will try to resolve the dispute.

23.3 Mediation. If the parties' primary representatives are unable to resolve the dispute within 30 days after receiving a Dispute Notice, either party may, by notice to the other party and the American Arbitration Association, demand mediation under the Commercial Mediation Rules of the American Arbitration Association. Mediation will take place in Oakland County, Michigan. The mediation will be conducted in the English language. Each party will bear its own costs in mediation, and the parties will share equally between them all third-party mediation costs unless the parties agree differently in writing. Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial meeting between the mediator and the parties.

23.4 Arbitration

23.5. Injunctive Relief. The Affiliate acknowledges that breach by it of its obligations under this agreement could cause irreparable harm for which damages would be an inadequate remedy. If any breach occurs or is threatened, the Company may seek an injunction or a restraining order, in each case without posting a bond or other security.

23.6 Jurisdiction and Venue

23.7. Recovery of Expenses. In any proceedings between the parties arising out of this agreement or relating to the subject matter of this agreement, the Prevailing Party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the Prevailing Party incurs in those proceedings, including legal fees and expenses. For purposes of this section 23.7, "Prevailing Party" means, for any proceedings, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the Prevailing Party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the Prevailing Party in those proceedings.

23.8. Jury Trial Waiver. Each party hereby waives its right to a trial by jury in any proceedings arising out of or related to the subject matter of this agreement. Either party may enforce this waiver up to and including the first day of trial.

23.9 Class Action Waiver. The parties will conduct all proceedings to resolve a dispute in any forum on an individual basis only. Neither the Affiliate nor the Company will seek to have any dispute heard as a class action or participate in any other proceeding in which either party acts or proposes to act in a representative capacity. The parties will not combine any proceeding with another without the advanced written consent of all parties to all affected proceedings.

23.10 Limited Time to Bring Claims. A party will not bring a claim arising out of, or related to the subject matter of, this agreement more than one year after the cause of action first arose. Any claim brought after one year is barred.

24.1. Entire Agreement. This agreement and any other agreement between the Affiliate and the Company or its authorized agent regarding the Program or the Program Sites constitutes the entire agreement of the parties concerning the subject matter and supersedes all earlier written or oral discussions, negotiations, proposals, undertakings, understandings, and agreements between the parties concerning the subject matter.

24.2. Amendment. The Company may change this agreement on one or more occasions, except that changes will not apply to ongoing disputes or to disputes arising out of events occurring before the posted changes. The Company will notify the Affiliate by email of any changes to this agreement. Changes will become effective when posted. It is the Affiliate's responsibility to check periodically for changes to this agreement. If the Affiliate continues to participate in the Program after any change, the Company will consider the Affiliate's continued participation as acceptance of the change unless the Affiliate notifies the Company in writing of the Affiliate's disagreement and the reasons for the Affiliate's disagreement no later than 15 days after the change. The Company will contact the Affiliate no later than 15 days after receiving the Affiliate's written notice to try to reach a mutually amicable resolution. If the Company is unable to resolve the Affiliate's disagreement with the changes, the Affiliate's sole remedy is to terminate this agreement.

24.3. Assignment and Delegation. The Affiliate will not assign any of its rights or delegate any performance under this agreement, except with the Company's advance written consent. The Company may assign its rights or delegate its performances under this agreement without the Affiliate's consent. Any purported assignment of rights or delegation of performance in breach of this section 24.3 is void.

24.4. Waivers. The parties may waive any provision in this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operate as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.

24.5. Severability. The parties intend as follows:

24.6. Notices. All notices and other communications between the parties will be in writing. The Affiliate may send notice to the Company by email to [email protected] unless a specific email address is listed for giving notice. The Company may notify the Affiliate by email using email address identified in the Affiliate's account. The Company will consider an email notice received by it only when the Company's server sends a return message to the Affiliate acknowledging receipt. The Company will consider notices sent to the Affiliate by email received when the Company's email service shows transmission to the Affiliate's email address. All other notices will be effective on receipt by the party to which notice is given, or on the fifth day after mailing, whichever occurs first.

24.7. Governing Law. Michigan law, without giving effect to its conflicts of law principles, governs all matters arising out of or relating to this agreement, including its validity, interpretation, construction, performance, and enforcement.

24.8 Force Majeure

24.9. No Third-Party Beneficiaries. This agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.

24.10. agreement. Relationship of the Parties. The parties intend that their relationship will be that of independent contractors and not business partners. This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a third party.

24.11. Successors and Assigns. This agreement binds and inures to the benefit of the parties and their respective successors and assigns. This section 24.11 does not address, directly or indirectly, whether a party may assign its rights or delegate its obligations under this agreement. Section 24.3 addresses these matters.

24.12. Electronic Signatures. The Affiliate acknowledges that any affirmation, assent, or agreement the Affiliate sends in response to a prompt binds the Affiliate. The Affiliate further acknowledges that when the Affiliate clicks on an "I agree," "I consent," or other similarly worded "button" or entry field using a finger (for touch enabled devices), mouse, keystroke, or other device, this action is the legal equivalent of the Affiliate's handwritten signature and binds the Affiliate in the same way.

24.13. Voluntary Agreement. The Affiliate has entered this agreement voluntarily and for valid reasons. The Affiliate acknowledges that the Affiliate (i) has carefully read this agreement, (ii) discussed it with the Affiliate's attorneys or other advisors, (iii) understood all the terms, and (iv) will comply with it. The Affiliate has relied on the advice of the Affiliate's attorneys or other advisors about the terms of this agreement and waives any claim that the terms should be construed against the drafter.

24.14. No Reliance. The Affiliate acknowledges that in electronically signing this agreement, that the Affiliate does not rely and has not relied on any statement by the Company or its agents, except those statements contained in this agreement.

24.15. Permission to Send Emails to the Affiliate. The Affiliate grants the Company permission to email the Affiliate notices, advertisements, and other communications. The Affiliate's permission will continue until the Affiliate asks the Company to remove the Affiliate from the Company's email list.

24.16. Feedback. The Company encourages the Affiliate to give feedback about the Company, the Program, the Program Sites, the Licensed Materials, or the Company's products. But the Company will not treat as confidential any suggestion or idea the Affiliate gives, and nothing in this agreement will restrict the Company's right to use, profit from, disclose, publish, or otherwise exploit any feedback, without payment to the Affiliate.

24.17. English Language. The Company has drafted this agreement in the English language, and no translation into any other language will be used to interpret or construe this agreement. The Company will provide all services, support, notices, designations, specifications, and communications in the English language.