Publisher Terms & Conditions


These terms and conditions (the “Agreement’), together with
the schedules attached, and any amendments to those schedules, governs your
participation as a member (the “Publisher”) of the Konnect Leads Network (the
“Program”). The Publisher covenants and agrees to be bound by this Agreement,
and the schedules attached, as amended by Konnect Leads (“KONNECT LEADS”) from
time to time.


Client” means a client of KONNECT LEADS.

Advertising Material” means banners, creatives, keywords,
product/service descriptions, subject and from lines, trademarks, logos,
images, text and links.

Publisher” means any entity that directly or indirectly
controls, is controlled by, or is under common control with the subject entity.
“Control,” for purposes of this definition, means direct or indirect ownership
or control of more than 50% of the voting interests of the subject entity.

Campaign” means the services performed by the Publisher in
respect of an Offer.

Offer” means a promotional offer published by KONNECT LEADS
on the Program Site setting out an advertising offer on behalf of a Client and
containing Advertising Material and any additional terms and conditions as the
Client and KONNECT LEADS, in their discretion, consider necessary from time to

Program Site” means the website for the Program operated by
KONNECT LEADS and situated at or any site
designated for this purpose by KONNECT LEADS.

Publisher” means the person or entity contracting with KONNECT
LEADS and intending to be bound by this Agreement.

Sub-Publisher” means an independent third party publisher
contracted by the Publisher.

Suppression List” means a list of electronic mail addresses
for people who have chosen to opt-out of an electronic mail list and to whom
delivery of such electronic mail may not occur.

User” means an individual with access to the World Wide


1-KONNECT LEADS will permit the Publisher to participate in
the Program, subject to compliance with this Agreement.

2-The Publisher will be issued a unique username and password
to access the Program Site, neither of which may be used by any person other
than the Publisher.

3-The Publisher may engage Sub-Publishers to distribute Offers
in accordance with the Program, provided that:

A-the Publisher has written approval from a KONNECT LEADS
Representative to contract Sub-Publishers;

B-a verifiable name, address and telephone number for each Sub-Publisher
is delivered to KONNECT LEADS immediately upon request; and

C-the proposed Sub-Publisher agrees, in form satisfactory to Konnect
Leads, to abide by paragraph 2.8, 3.3, 3.4, Sections 5.4, 6, 7, 8, 9, 10 and 11
of this Agreement, the Konnect Leads Policies and any additional terms and
conditions (collectively, the “Sub-Publisher Provisions”), as amended from time
to time; and

D-at no time will the Publisher engage a Sub-Publisher who, in
the opinion of KONNECT LEADS, is likely to bring the reputation or standing of KONNECT
LEADS into disrepute, was previously terminated from the Program or is, in the
sole opinion of KONNECT LEADS, otherwise unsuitable.

4-Any breach by a Sub-Publisher of this Agreement or any Offer
restrictions will be deemed to be a breach of this Agreement by the Publisher.

5-In connection with the Publisher’s integration into the
Program, Publisher shall select a username and password combination that the
Publisher may use to access the Program and reporting. Publisher shall provide KONNECT
LEADS with accurate, complete and updated registration information and it is
the Publisher’s obligation to keep the same up to date. The Publisher agrees
that KONNECT LEADS may rely on any data, notice, instruction or request
furnished to KONNECT LEADS by the Publisher which is reasonably believed by KONNECT
LEADS to be genuine and to have been sent or presented by a person reasonably
believed by KONNECT LEADS to be authorized to act on the Publisher’s behalf.
Publisher shall immediately notify KONNECT LEADS of any known or suspected
unauthorized uses of the Publisher’s account, or any known or suspected breach
of security, including loss, theft or unauthorized disclosure of the
Publisher’s username and password. The Publisher shall be responsible for
maintaining the confidentiality of its username and password and the Publisher
is responsible for all usage of the Program Site, including use by any third
parties. Absent actual receipt of written notice to the contrary from the
Publisher, KONNECT LEADS may assume that any person accessing the Program
through the Publisher’s account is authorized to do so.

6-The Publisher has no authority to create or assume in KONNECT
LEADS’s or KONNECT LEADS’s Client’s name or on its behalf any obligation,
express or implied, or to act or purport to act as its agent or representative
for any purpose whatsoever and the Publisher shall not hold itself out as
having any such authority.

7-KONNECT LEADS’s Policies, specifications, and/or
recommendations with respect to Publisher websites, email, suppression,
compliance notices, email distribution lists and/or marketing channels used by
the Publisher should not be construed as legal advice, or as sufficient
guidelines to ensure that such websites, email, suppression, compliance
notices, email distribution lists and/or marketing channels comply with
applicable law. KONNECT LEADS does not represent or warrant that such specifications,
and/or recommendations are legally compliant or appropriate. KONNECT LEADS
assumes no obligation and hereby disclaims any liability for Publisher’s use of
and/or reliance upon any such specifications, and/or recommendations.

8-Publisher will be solely responsible for the development,
operation, and maintenance of the Publisher website and for all materials that
appear on the Publisher website. Such responsibilities include, but are not
limited to, the technical operation of the Publisher website and all related
equipment; creating and posting product reviews, descriptions, and references
on the Publisher website; the accuracy and propriety of materials posted on the
Publisher website; ensuring that materials posted on the Publisher website do
not violate or infringe upon the rights of any third party; and are not
libelous or otherwise illegal. KONNECT LEADS disclaims all liability and
responsibility for such matters.


1-Offers will be posted to the Program Site.

2-KONNECT LEADS grants the Publisher a limited, non-exclusive,
non-transferable, revocable right to download Offers from the Program Site and
to display, transmit, distribute or publish the same as is necessary to perform
this Agreement. The Publisher agrees not to modify, alter, misrepresent or
embellish the Offer or the Advertising Materials or any part thereof in any
way, directly or indirectly, without the express prior written consent of KONNECT
LEADS. Unless authorized in writing by KONNECT LEADS, the Publisher shall not
broker, syndicate, transfer, sublease, rent, lease, sell, resell, outsource or
service any Offer, and any attempt to do so shall be null and void. Publisher
shall not alter, copy, modify, take, sell, re-use, or divulge in any manner any
Advertising Material or computer code provided by KONNECT LEADS without KONNECT
LEADS’s prior written consent. Any part of the Offer, including but not limited
to the Advertising Material, which is copied, changed or altered without prior
written consent will result in non-payment and may result in termination. This
license gives the Publisher no independent right to use KONNECT LEADS’s or its
Client’s trademarks, service marks, names, logo or other intellectual property.
Any breach of this license shall constitute a material breach of this
Agreement. No part of the Program or Program Site may be reproduced in any form
or incorporated into any information retrieval system, electronic or
mechanical. The Publisher may not remove any proprietary notices, trademarks,
or labels contained on or within the Program or Program Site or any graphical
representation thereof. The Publisher may not use, copy, emulate, clone, rent,
lease, sub-license, distribute, sell, modify, decompile, disassemble, reverse
engineer or otherwise transfer rights to access and use the Program or Program
Site content or any portion thereof to any third party. KONNECT LEADS reserves
any rights not explicitly granted in this Agreement.

3-It is the Publisher’s responsibility to check the Program
Site often and to ensure the Offer or any part of the Offer that the Publisher
has published matches what is posted on the Program Site, even if the Offer or
any part of the Offer has been modified in the Program Site since the Publisher
initially downloaded the Offer.

4-Where KONNECT LEADS has set specified dates for an Offer
and/or capped delivery, Publisher shall pause each Campaign after either
limitation is met. The Publisher is solely responsible for ensuring delivery
and performance as specified in each Offer or IO. In no event shall KONNECT
LEADS be obligated to pay the Publisher for any over-delivery.

5-From time to time, upon request by either Party, KONNECT
LEADS and the Publisher may negotiate insertion orders (“IOs”) under which the
Publisher will perform the services contemplated in this Agreement.

6-The Publisher agrees to undertake and complete the services
as specified by the Offer and/or the IO, including all restrictions and in
accordance with this Agreement and the highest industry standards.

7-The Publisher understands that participation in distributing
Offers in the Program is not an endorsement by KONNECT LEADS of any Client. KONNECT
LEADS operates the Program and provides the Offers as a neutral host. KONNECT
LEADS is not responsible or liable for the acts, omissions, agreements or
promises of or by any Client or Publisher using the Program to enter into any
arrangement or otherwise work with any other person or entity.


1-The Publisher shall not:

A-incentivize or offer points, rewards, cash or prizes for any
B-User action unless it is expressly noted that the Offer is an incentive offer;

C-place misleading statements near any Advertising Material
(i.e., “You will win $5,000”) or falsely suggest a link between KONNECT LEADS
and a third-party;

D-post any Advertising Materials using an unauthorized host;
(d) violate guidelines of any search engines being utilized;

E-violate guidelines of any search engines being utilized;

F-engage in search engine spam, doorway pages, cloaking, etc;

G-bid on any trademarked name or terms in any
PPC/”keyword”/”adword”/Offer unless given express written permission by KONNECT

H-use invisible methods to generate impressions, clicks, or
transactions that are not initiated by the affirmative action of the User;

I-engage in offline marketing, including facsimile or
telemarketing; or

J-otherwise engage in any misleading or deceptive conduct or
violate any other restrictions imposed by KONNECT LEADS or the Client.

2-Publisher shall not place any Advertising Material on
websites that promote, reference or have links to:

A-profanity, sexually explicit materials, hate, fraud, pyramid
schemes, promote violence, discrimination based on race, sex, religion,
nationality, disability, sexual orientation, age, or family status, content
that is libelous, defamatory, infringing, false, misleading, contrary to public
policy, or otherwise unlawful or that is unsuitable or harmful to the
reputation of KONNECT LEADS or its Affiliates, in KONNECT LEADS’s sole

B-software piracy (warez, cracking, etc.), hacking, phreaking,
emulators, ROM’s, or torrents;

C-illegal activities, deceptive practices or violations of the
intellectual property or privacy rights of others;

D-personal web pages, websites under construction or without
content; or

E-promote activities generally understood as Internet abuse,
including but not limited to the sending of unsolicited bulk electronic mail or
the use of adware, malware or spyware.

F-All Advertising Material and any content used by Publishers
in the promotion of any Offer must be pre-approved in writing by KONNECT LEADS
or be obtained from KONNECT LEADS. If Publisher is approved by KONNECT LEADS to
send link out traffic from a website, all Advertising Materials used to drive
traffic to that website must be approved by KONNECT LEADS. If the Publisher
disseminates any Advertising Material not approved by KONNECT LEADS, Publisher
shall forfeit all Publisher Commissions.

Email. The Publisher covenants and agrees that neither the
Publisher nor any Sub-Publisher contracted by the Publisher will, with respect
to any Offer, send or cause to be sent any email except and unless use of email
is expressly permitted by the Offer. Publisher shall comply with all applicable
statutes, rules or regulations, including but not limited to the CAN SPAM Act
of 2003, the Wyoming Business and Professions Code, and other applicable
advertising laws. Publisher shall only execute Offers utilizing Opt-in email
data to which Publisher has direct access, meaning the Publisher owns or has
been granted custody of email data under a list management relationship and has
prompt access to all Opt-in records and unsubscribe requests for all managed
email addresses. Upon request by KONNECT LEADS, Publisher shall provide KONNECT
LEADS the name, date, time and IP address where the User signed up or gave
permission with respect to such email campaign within two (2) business days of
the commencement of such email Campaign. Emails shall not contain or include a
falsified header, sender, domain name or non-responsive email address. Publisher
shall not:

use any name other than Publisher’s, its Affiliates, or as
requested by the Client in the Offer description or approved by KONNECT LEADS
in writing;

use false or misleading subject lines that attempt to
disguise or conceal the content of the email of that makes any false or
deceptive claims, including but not limited to claims falsely suggesting a
prior relationship or that a recipient has “won” something; or

send any commercial email to any person who has requested
not to receive email from Publisher and/or KONNECT LEADS or use any name
contained in KONNECT LEADS’s Suppression List. Every email shall contain a
functioning opt out mechanism. The opt out mechanism must:

contain a return email address or other Internet-based
mechanism clearly displayed that enables a User to request not to receive
future email messages from the Publisher;

be clear, conspicuous and relay the recipient directly to
the opt-out location;

be active and operable for at least, thirty (30) days
following the transmission of the electronic mail; and

at no time be subject to any barrier preventing the
recipient from submitting their electronic mail address, such as, but not
limited to, a monetary cost or misleading language. A list of unsubscribing
recipients as a result of email sent pursuant to Offers hereunder must be
provided to KONNECT LEADS not less than weekly. Every email sent by the
Publisher shall include a valid physical postal address of the entity
principally responsible for sending the email communication, as well as the
Client unsubscribe link found in the Advertising Materials. Offers provided by KONNECT
LEADS for the purpose of email marketing will include in the Program Site a
Suppression List for the Offer. The Publisher shall download the Suppression
List and scrub it against their list no more than three (3) calendar days
before the Publisher emails the Offer to its recipients. Publisher acknowledges
and agrees that KONNECT LEADS is not responsible for any failure by a Client to
make available or to maintain any electronic mail Suppression List for any
Client. In no circumstance will the Publisher send any electronic mail to any
electronic mail address listed on a Suppression List for any Offer. The
Suppression List made accessible to the Publisher will be used solely for the
intended purpose, as stated in this section. Indication of the Suppression List
being used for any alternative purpose, including, but not limited to, leasing,
selling, or emailing the Suppression List directly, gives KONNECT LEADS the
sole discretion to terminate the Publisher’s membership in the Program immediately,
cease any and all payments to the Publisher, and seek any and all remedies
under law and equity. The Publisher represents and warrants that it will,
within two (2) business days following receipt of an electronic mail address
submitted through the opt out mechanism, or otherwise upon receipt of notice
(howsoever delivered to the Publisher) from any person that an electronic mail
is to be removed from the Publisher’s mailing list, remove such electronic mail
address or addresses from the Publisher’s own mailing list.

Publisher understands that any breach of the foregoing by it
or its Sub-Publishers automatically forfeits the right and claim to any revenue
generated from such practices, and Publisher’s and/or its Sub-Publisher(s)’
account may be terminated.

KONNECT LEADS has a strict policy against sending
unsolicited commercial email (“UCE”), commonly referred to as “Spam.” Publisher
warrants and represents that all email sent under this Agreement will be to
permission-based subscribers who either:

have given Publishers (or a third party) express consent to
allow Publishers to send them such email messages in response to a clear and
conspicuous request for such consent or at the recipient’s own initiative; or

with whom Publisher has a prior business relationship.
Publisher further covenants and agrees to cooperate fully with any
investigation KONNECT LEADS conducts related to this Section 4 and will send KONNECT
LEADS all information relevant to the investigation that KONNECT LEADS requests
within two (2) business days of such request.

Complaints. Any claims against KONNECT LEADS from

recipients alleging that they have been spammed or

KONNECT LEADS’s Clients that arise from the Publisher’s
practices, will be directed to Publisher and Publisher shall make reasonable
efforts to satisfactorily resolve any issues and cooperate with KONNECT LEADS
by providing all available evidence. Publisher agrees that, within twenty-four
(24) hours of KONNECT LEADS’s request, it shall provide, at a minimum, the
following subscriber sign-up/registration data for any email address to which
Publisher sends an email:

the subscriber email address used to sign-up/register for
Publisher’s email list;

subscriber’s IP address;

date and time of subscriber’s sign-up/registration for
Publisher’s email list; and

location of subscriber’s sign-up/registration (i.e., what is
the original source of the subscriber email address; where did the subscriber
sign-up/register for Publisher’s email list). In the event of any other
complaints or issues regarding a Campaign placed by Publisher under this
Agreement, Publisher shall identify the parties involved (including any
Sub-Publishers) and any relevant facts within two (2) business days of a
request from KONNECT LEADS. KONNECT LEADS may disclose any information provided
under this section as may be necessary to enforce the terms of any agreements
or to protect the rights, property, or safety of KONNECT LEADS or others.
Publisher shall promptly forward to KONNECT LEADS any and all complaints or
inquiries regarding any KONNECT LEADS Offer.


If KONNECT LEADS determines, in its sole discretion, that
the Publisher or Sub-Publisher has engaged in any activity that KONNECT LEADS
or its Client considers to be fraudulent or which might bring the reputation or
standing of KONNECT LEADS or its Client into disrepute either with the general
public or with the Clients or potential Clients of KONNECT LEADS, or otherwise
that the Publisher or Sub-Publisher has engaged in activities which might be
considered fraudulent, KONNECT LEADS may, but will not be obligated to:

suspend or terminate the Publisher’s membership in the
Program, without notice,

release to any third party information relating to the
identity and location of the Publisher if required to do so in order to enforce
this Agreement; and

withhold all Publisher Commission for all Offers. In addition,
in the event that Publisher has already received payment resulting from
fraudulent activities, KONNECT LEADS reserves the right to seek credit or
remedy from future earnings or to demand reimbursement from Publisher for all
Commission paid.

Fraudulent and non-compliant activity includes, but is not
limited to, inflating the amount of actions, sales, leads, impressions or
clicks through any deceptive or misleading practice, method or technology
including, but not limited to, the use of any spyware, device, programs,
robots, iframes, hidden frames, redirects, spiders, computer script or other
automated, artificial or fraudulent methods designed to appear like an
individual, real live person performing an event; any action or inaction that:

causes the referring URL to be suppressed or blank,

inflates or lowers the conversion rate,

violates any restrictions in this Agreement or the Offer,

generates multiple leads from the same IP address,

has conversion rates significantly higher than KONNECT LEADS’s
average for similar Offers,

places KONNECT LEADS’s or Client’s links on incentivized
websites without KONNECT LEADS’s prior written consent,

fails to obtain approval for Sub-Publishers,

generates multiple leads using proxy servers, or

any activity which is determined by the Client, in its
discretion, to be fraudulent. Publisher shall not, nor shall Publisher
knowingly permit any other entity or person, to establish or cause to be
established any promotion that provides any sweepstakes entries, rewards,
points or other compensation to be earned in connection with generating events,
or otherwise attempt to induce Users to click on any Advertising Material
through use of any other incentives, or generate traffic in a manner other than
as set forth in this Agreement or an IO, in each case without obtaining KONNECT
LEADS’s prior written approval. The foregoing merely constitutes examples of
fraudulent and non-compliant activity and should not be taken as a
comprehensive list of all possible fraudulent activity.

( from
all current data used in emailing potential leads under this Agreement.
Publisher further warrants that any new data that it acquires, regardless of
its source, will be compared against the FCC’s wireless domain names list and
that domain names contained therein will be removed before sending any emails.

Phone and Mobile Messaging Solicitation Obligations. For the
purposes of this Section 5.4, “contact” means: (1) transmitting text messages
(“texts”), or causing texts to be transmitted; or (2) initiating telephone
calls, or causing telephone calls to be initiated.

Publisher shall not engage in any deceptive or abusive
telemarketing practices, as defined by the Federal Trade Commission’s
Telemarketing Sales Rule (16 CFR Part 310). Publisher agrees that Company is
under no obligation to pay for, and will not pay, for, any leads derived from
violations of the Telemarketing Sales Rule (the “TSR”) or the Telephone
Consumer Protection Act (15 USC §§ 6101 et seq., the “TCPA”), that liability
for any violations of the TSR, TCPA, or related laws shall rest with Publisher
only, and that Publisher shall indemnify Company if Company is held liable for
any such violations as provided below.

Publisher shall keep for at least 5 years records of all
consents required under the TCPA and TSR, and all scripts used by telephone
sales representatives under this Agreement. Publisher shall keep for at least 3
years all audio recordings of telephone calls placed by Publisher under this
Agreement. Publisher must allow Company to inspect these records, on reasonable
notice and during regular business hours.

Unless Publisher has obtained the receiving party’s prior
express written consent, Publisher shall not use any automated system to
contact any telephone number assigned to a paging service, cellular telephone
service, specialized mobile radio service, or other radio common carrier
service, or send texts to any service for which the receiving party is charged
for a text. Publisher shall keep records of consents in satisfaction of the TSR
(e.g., 16 CFR § 310.5(a)(5)) and of this Agreement.

Publisher shall not transmit text messages (“texts”), or
cause texts to be transmitted, without the prior express written consent of the
receiving party to receive text messages specifically from the sender.

Publisher shall not contact any recipient outside of the
hours established by then-current federal time-of-day requirements (16 CFR §
310.4(c)), currently between 8 a.m. and 9 p.m. local time of the recipient.

Publisher shall not contact any phone number on relevant
suppression lists provided by Company, populated either by specific requests
for opt-outs or the national Do Not Call registry. Publisher shall record any
opt-out request it receives, scrub the requester’s contact information from its
lists, and refrain from contacting that individual’s phone number. It is
Publisher’s responsibility to register for and obtain its own copy of Do Not
Call lists from the Federal Trade Commission.

KONNECT LEADS may at any time audit the Publisher for
compliance purposes. Publisher agrees to provide KONNECT LEADS with any
reasonable information necessary to conduct an investigation into Publisher’s
compliance with law and this Agreement.


KONNECT LEADS will pay to the Publisher a commission (the
“Commission”), calculated in accordance with the payment terms outlined in each
Offer posted by KONNECT LEADS on the Program Site. All payments will be made in
US funds. Receipt of Commissions by Publisher shall be considered in full and
final satisfaction for Campaigns delivered by Publisher. If Publisher does not
dispute the amount of Commissions within five (5) business days of receipt,
such Commissions shall be deemed final and may not thereafter be disputed.
Payments to Publisher in accordance with this Section will be based solely upon
the records kept by KONNECT LEADS and reported in the Program Site and/or any
other online reporting system used by KONNECT LEADS and audited by Clients,
from time to time. KONNECT LEADS reserves the right to pay Commissions to the
Publisher following receipt of payment from the Client in respect of such Offer
published in the Program Site. KONNECT LEADS may, in its sole discretion and
from time to time, elect to advance to the Publisher part or all of the
Commissions prior to receipt of payment from the Client, but in no event will KONNECT
LEADS be obligated to do so.

In no circumstance will KONNECT LEADS be obligated to pay
Commissions to a Publisher unless and until the aggregate amount of the
Commissions due and payable to that Publisher exceeds One Hundred ($100.00) US
Dollars, or such greater amount established by the Publisher, from time to

KONNECT LEADS reserves the absolute right to withhold all or
some of the amounts due to Publisher in the event KONNECT LEADS determines, in
its sole discretion, that Publisher is in violation of this Agreement, for
traffic generated by fraudulent means and/ or to offset any past due liability


Professional Liability/Errors & Omissions Liability. At
all times during the term of this Agreement, Publisher will carry a
Professional Liability/Errors & Omissions Liability insurance policy, with
policy limits of not less than One Million Dollars ($1,000,000) per occurrence.
Such insurance shall include coverage for infringement of any third party
proprietary rights (including without limitation copyright and trademark) and
liability under the TCPA, to the extent reasonably commercially available, as
related to Publisher’s performance under this Agreement. The retroactive
coverage date shall be no later than the Effective Date of this Agreement. Upon
termination of this Agreement, Publisher shall either maintain active policy
coverage or an extended reporting period providing coverage for claims first
made and reported to the insurance company within twelve (12) months

General Requirements. The following general requirements
shall apply to all required insurance above:

policies shall be primary and not contributory to any
insurance or program of self-insurance maintained by Company;

Publisher will not raise its deductible or retention in
excess of One Hundred Thousand Dollars ($100,000) per occurrence or accident
without first providing Company with sixty (60) days’ prior written notice;

all deductibles and premiums shall be Publisher’s

upon Company’s request, Publisher shall provide to Company,
broker’s notes of insurance evidencing full compliance with these insurance
requirements. Failure to request or to furnish a broker’s note as specified
herein shall not constitute a waiver by Company of the insurance requirements
in this Agreement;

the insurance limits shall not in any way limit the
liability of Publisher during performance under this Agreement; and

Publisher will provide Company with at least thirty (30)
days prior written notice if any coverage is to be canceled or materially
altered so as not to comply with the foregoing requirements.

Publisher covenants that during the term hereof and so long
as it is bound by the non-interference provisions hereof it shall not sell a
Lead to any competitor of Company after it has been sold to and accepted by


The Publisher represents and warrants to KONNECT LEADS that:

none of the Publisher’s websites contain false or deceptive
advertising or any machine readable code including without limitation any
virus, Trojan horse, work or other self-executing program;

the Publisher websites are reputable and comply with all
laws applicable in the jurisdiction where the Publisher is situated and also
where the Publisher directly or indirectly conducts its business or markets an

it owns or has the legal right to use and distribute all
content, copyrighted material, products, and services displayed on or through
its website or websites and in its electronic mail;

it has the authority to bind its Sub-Publishers to the terms
hereof and shall be liable for any breach of this Agreement by its
Sub-Publishers; and


The Publisher covenants and agrees that:

it will, at all times, comply with all laws applicable in
the jurisdiction where the Publisher is situated and also where the Publisher
directly or indirectly conducts its business or markets an Offer;

it will, at all times, comply with the terms of this
Agreement, as updated, amended and replaced by KONNECT LEADS, from time to
time, in its sole discretion;

it will not, without the express written consent of KONNECT
LEADS, use or permit its Sub-Publishers or any person for who it is in law
responsible to use any third-party trade-names or trade-marks;

it will not publish on any website or send in any electronic
mail a universal resource locator or other link to any content or otherwise
engage in or condone any practice, which, in the opinion of KONNECT LEADS is
deceitful, defamatory, libelous, abusive, violent, prejudicial, obscene,
pornographic, likely to bring the reputation or standing of KONNECT LEADS or
the Client into disrepute, or which otherwise would be illegal;

it will at all times comply with the terms and conditions of
any agreement or policy established by an Offer in which the Publisher elects
to participate;

it will at all times comply with the provisions of the
CAN-SPAM Act of 2003, the Wyoming Business and Professions Code, and applicable
advertising laws as amended or replaced, from time to time;

it will be responsible for the development, operation and
maintenance of its website or websites and electronic mail, including without
limitation the technical operation thereof, the creation, publication and
accuracy of any content published on any such website or websites or in any
electronic mail;

it will not attempt in any way to alter, modify, eliminate,
conceal or otherwise render inoperable or ineffective any tags, source codes,
links, pixels, modules or other data provided by or obtained from KONNECT LEADS;

it will not “frame” or “mirror” any part of any pages hosted
by the Client unless expressly permitted by KONNECT LEADS and the Client;

it will not alter any website or electronic mail content
provided by KONNECT LEADS; and

it will, at all times and from time to time, provide KONNECT
LEADS with written confirmation of a valid address, telephone number,
electronic mail address and such other identifying or financial information as KONNECT
LEADS may reasonably require.

Each Party represents and warrants to the other that:

it has the full right, power, legal capacity, and authority
to enter into, deliver and fully perform under this Agreement;

neither the execution, delivery, nor performance of this
Agreement will result in a violation or breach of any contract, agreement,
order, judgment, decree, rule, regulation or law to which such party is bound;

such Party acknowledges that the other party makes no
representations, warranties, or agreements related to the subject matter hereof
that are not expressly provided for in this Agreement.


Publisher recognizes that KONNECT LEADS has proprietary
relationships with its Clients. Publisher agrees not to circumvent KONNECT
LEADS’s relationship with any Client, or otherwise solicit, induce, recruit or
encourage, directly or indirectly, any Client for whom KONNECT LEADS generated
actions, sales, leads, impressions or clicks under the Agreement for purposes
of providing or, where applicable, obtaining, advertising, marketing or
promotional services similar to either Party’s services herein for the six (6)
month period (the “Non-Solicitation Period”) following the Publisher’s
performance of any Campaign hereunder. Notwithstanding the foregoing, to the
extent that Publisher can show via written documentation that any such Client
already obtained services from Publisher prior to the date of the Publisher’s
Campaign with KONNECT LEADS, then Publisher shall not be prohibited from continuing
such relationship, provided that in doing so Publisher does not circumvent KONNECT
LEADS’s relationship with the Client or attempts to induce the Client to reduce
the amount of business it conducts with KONNECT LEADS. Without limiting any
other right or remedy of KONNECT LEADS under this Agreement or applicable law,
including but not limited to the availability of injunctive relief, if
Publisher should violate this Section 8, then as liquidated damages for the
reasonable estimation of the loss of such business and not as a penalty,
Publisher shall forfeit all Publisher Commissions earned but not yet paid by KONNECT
LEADS; and then as liquidated damages for the reasonable estimation of the loss
of such business and not as a penalty, Publisher shall pay to KONNECT LEADS an
amount equal to KONNECT LEADS’s profits for the preceding eighteen (18) months
generated by all Campaigns for such Client, or such lesser time as such
relationship with the Client is in existence.


Each Party or its directors, may, from time to time,
disclose to the other Party certain information relating to its business or to
its customers, publishers, subsidiaries, Affiliates, agents, or employees;
business and marketing plans, strategies and methods which may not be standard
industry practice or which are not generally known in the industry; or studies,
charts, plans, tales or compilations of business and industrial information
acquired or prepared by or on behalf of the Party; or any data as found on the
Program Site (all collectively referred to as the “Confidential Information”).
The other Party acknowledges that Confidential Information will be provided at
the sole discretion of the other Party, and nothing in this Agreement obligates
either Party, its directors, agents or employees to disclose or grant to the
other Party access to any Confidential Information.

Unless expressly authorized in writing by the disclosing
Party, the receiving Party covenants and agrees:

to use the Confidential Information only for the purposes
expressly contemplated in this Agreement; and

that no Confidential Information will be disclosed to any
third party, Affiliate, subsidiary, agent, or employee of the receiving Party
without the prior written consent of the disclosing Party, which may be
unreasonably and arbitrarily withheld.

The Parties each acknowledge that each Party remains the
sole and exclusive owner of all right, title and interest in and to the
Confidential Information. The receiving Party agrees that the Confidential
Information will not be copied or otherwise reproduced without the express
prior written consent of the disclosing Party.

Upon termination of this Agreement, or otherwise on demand
by the disclosing Party, the receiving Party agrees that it will promptly
deliver to the disclosing Party all notes, data, tapes, reference items,
sketches, drawings, memoranda, records, diskettes, electronic communications in
any form, and any other materials in any way relating to any of the
Confidential Information in the possession of the receiving Party or any
Affiliate, subsidiary, agent, or employee of the receiving Party.

Each Party acknowledges and agrees that:

the provisions of this Section and the Parties’ agreement
with the same are of the essence and constitute a material inducement to enter
into this Agreement;

the provisions of this Section shall be construed
independently of any other provision of this Agreement, and the existence of
any claim or cause of action either Party may have against the other Party,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by KONNECT LEADS of the provisions of this Section;

that any breach of this Section would cause irreparable harm
to the disclosing Party for which damages might not be an adequate remedy, and
the receiving Party therefore agrees that in the event of any such breach, the
disclosing Party will be entitled to seek, in addition to any other right
accruing to the disclosing Party under this Agreement or otherwise in law or
equity, injunctive relief against the receiving Party without the necessity of
proving actual damages; and

notwithstanding any other provision of this Agreement, this
Section shall survive the termination of this Agreement, however caused.

The receiving Party agrees to indemnify and save harmless
the disclosing Party against any and all loss, costs or expenses, inclusive of
court costs and legal fees on a solicitor and own client basis, which the
disclosing Party may incur as the direct or indirect result of any unauthorized
disclosure of the Confidential Information by the receiving Party or any person
for whom the receiving Party is responsible, in law.


Indemnification by Publisher. The Publisher covenants and
agrees to defend, indemnify and save harmless KONNECT LEADS, its parent
company, affiliated companies, KONNECT LEADS’s Clients, payment processors,
service providers and their respective shareholders, directors, officers, and
employees (collectively, the “KONNECT LEADS Indemnified Group”) from and
against any and all claims, suits, demands, damages, losses, penalties,
interest, settlements and judgments, costs and expenses (including attorneys’
fees) incurred directly or indirectly as a result of

Publisher’s breach of or non-compliance with this Agreement,

Publisher’s violation of any law,

any consumer, ISP provider, internet service provider or any
governmental/regulatory complaint arising out of any email Campaign conducted
by Publisher;

Publisher’s acts or omissions in using, displaying or
distributing any internet links obtained from the Program Site or elsewhere,
including but not limited to Publisher’s use of internet links via email
distribution, (each (a)-(d) individually is referred to hereinafter as a
“Claim”), whether or not the KONNECT LEADS Indemnified Group or any of them are
named as a party defendant in any such proceedings. Should any Claim give rise
to a duty of indemnification under this Section 10, KONNECT LEADS shall notify
Publisher, and KONNECT LEADS shall be entitled, at its own expense, and upon
reasonable notice to Publisher, to participate in the defense of such Claim.
Participation in the defense shall not waive or reduce any of Publisher’s
obligations to indemnify or hold KONNECT LEADS harmless. Publisher shall not
settle any Claim without KONNECT LEADS’s prior written consent. Publisher also
shall indemnify for any reasonable attorneys’ fees or other costs incurred by
any of the KONNECT LEADS Indemnified Group in investigating or enforcing this
Section 10. The obligation of the Publisher to defend and indemnify as set out
in this paragraph will survive termination of this Agreement for any reason and
will not be otherwise limited by any other term or condition of this Agreement
or any agreement between the Parties.

Indemnification by KONNECT LEADS. KONNECT LEADS covenants
and agrees to defend, indemnify and save harmless Publisher, its parent company
and their respective directors, officers, and employees (collectively, the
“Publisher Indemnified Group”) from and against any and all third party claims
or judgments, including all associated reasonable attorneys’ fees, expenses and
disbursements actually incurred, arising out of a breach by KONNECT LEADS of
any warranty, representation or covenant given to the Publisher in this
Agreement. The obligation of KONNECT LEADS to defend and indemnify as set out
in this paragraph will survive termination of this Agreement for any reason and
will not be otherwise limited by any other term or condition of this or any
Agreement. The Publisher may, at its election in its sole discretion, assume
the exclusive defense and control of any matter otherwise subject to
indemnification by KONNECT LEADS. The Publisher may participate in the defense
of all claims as to which it does not assume defense and control, and KONNECT
LEADS shall not settle any such claim without the Publisher’s prior written
consent which shall not be unreasonably withheld.






KONNECT LEADS may terminate this Agreement, at any time, on
six (6) hours’ Notice (defined below) to the Publisher. The Publisher may
terminate this Agreement, at any time, on forty-eight (48) hours’ Notice to KONNECT

Notwithstanding termination of this Agreement for any
reason, the Publisher covenants and agrees that it will continue to be bound by
the terms and conditions set out in Sections 5, 8, 9, 10, 11, 12, 14.1 of this


The Agreement will be interpreted, construed and enforced in
all respects in accordance with the laws of the State of Wyoming, excluding its
conflict of law rules. The Parties agree to the exclusive jurisdiction of the
courts located in Los Angeles County, Wyoming with respect to any dispute
arising as a direct or indirect consequence of this Agreement.

KONNECT LEADS may assign this Agreement without the
Publisher’s prior consent. The Publisher may not assign this Agreement without
the express written consent of KONNECT LEADS.

From time to time, KONNECT LEADS may amend, supplement or
replace this Agreement in part or in whole, on Notice to the Publisher of not
less than five (5) business days. If within five business (5) days following
Notice of such amendment, supplement or replacement the Publisher has not
terminated this Agreement, the Publisher will be deemed to have consented to
the same.

Any notice or other communication (“Notice”) permitted or
required by this Agreement will be in writing and given by electronic mail as

to KONNECT LEADS, to the account representative assigned to
Publisher; or

to Publisher, at the email address provided to KONNECT LEADS
by the Publisher in its Program account. Any such Notice will be deemed to have
been received on the date on which it was transmitted by electronic mail.

No term or condition of this Agreement will be deemed waived
and no breach excused, unless such waiver or consent excusing the breach is in
writing and signed by both Parties.

In the event that any term, covenant or condition of this
Agreement is declared indefinite, invalid, illegal or unenforceable by a court
having jurisdiction, then this Agreement with respect to the remaining terms,
covenants or conditions will continue in force.

This Agreement will inure to the benefit of and be binding
upon the respective successors, heirs and assigns of both KONNECT LEADS and the

This Agreement constitutes the entire agreement between the
Parties with respect to the subject matter of this agreement, supersedes any
previous or contemporaneous representations, negotiations, understandings, and
agreements, oral or written.

Force Majeure. Neither Party shall be liable by reason of
any failure or delay in the performance of its obligations hereunder for any
cause beyond the reasonable control of such party, including but not limited to
electrical outages, failure of Internet service providers, default due to
Internet disruption (including without limitation denial of service attacks),
riots, insurrection, acts of terrorism, war (or similar), fires, flood,
earthquakes, explosions, and other acts of God.

Publicity. Publisher agrees that KONNECT LEADS may identify
it as a KONNECT LEADS Publisher in client lists and may use Publisher’s name
and/or logo solely for such purpose in its marketing materials. Any other uses
of Publisher’s name and/or logo not otherwise described or contemplated herein
shall require Publisher’s prior written consent.

By doing business with KONNECT LEADS the Publisher agrees to
be bound by the terms of this Publisher Services Agreement: