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Revised: August 31, 2007

These terms and conditions govern your participation as an "Affiliate" and member of the AppleFreebiez Publisher Program, an online performance-based marketing network owned and operated by AppleFreebiez. Only website(s), newsletter(s) and marketing channels given express approval by AppleFreebiez are permitted to use the program. AppleFreebiez reserves the right to refuse or deny approval to any applying affiliate for any reason whatsoever.

By becoming an AppleFreebiez affiliate, you hereby acknowledge and agree to the Terms and Conditions in this agreement. Any affiliate who is in violation of these Terms and Conditions may be subject to account termination and withholding of payment.

The term "you" and "your" as used herein shall refer to the affiliate distributing AppleFreebiez offers, and the term "Affiliate" shall refer to the entity owning the referring URL of each Affiliate - either directly or indirectly.

AppleFreebiez may change these Terms and Conditions from time to time. Any material changes to these Terms and Conditions will be deemed effective five (5) business days after the change has been posted (the "Effective Date"), and you will be deemed to have consented to and agreed to be bound by these updated Terms and Conditions conclusively unless you post a notice of termination before the Effective Date. This agreement covers any insertion orders or additional contracts. Your right to receive any earnings made prior to the effective date will not be affected by the updated Terms and Conditions.

Once approved as an Affiliate, either the Affiliate or AppleFreebiez may terminate this contract without cause by giving 3 days written notice.

I. Applying to our Program

To be eligible for AppleFreebiez Affiliate approval, you represent and warrant that - on an ongoing basis - your website(s), newsletter(s) and/or marketing channel(s) meet the following criteria:

a) Does not violate any law or regulation governing false or deceptive advertising, sweepstakes, spam and gambling.
b) Is written in English and contains English-only content.
c) Is for United States, Canadian, United Kingdom, German and French traffic only. Exceptions requiring express written approval by AppleFreebiez.
d) Does not send unsolicited commercial messages through email (ie. spam) or on forums, online bulletin boards or chatrooms, mentioning offers promoted by AppleFreebiez.
g) Cannot offer payment terms that are more than once monthly and any earlier than Net 15, if a cash incentive site.

Your approval and payments may be forfeited and denied if AppleFreebiez, with reasonable discretion, determines your web properties to be displaying unsuitable content. The content of your web properties shall not contain the following:

a) Explicit, vulgar or obscene language; or hate-mongering and other objectionable content.
b) Pornographic images or speech, phone sex and escort services, or nudity.
c) Any form of traffic from adult-related websites as an incentive or method of gaining traffic to AppleFreebiez campaigns.
d) Infringements on any property rights or copyrights, including distribution of "warez" through file-sharing networks.
e) Gratuitous violence or profanity; or contains threats of physical harm to anyone.
f) Software pirating, hacking or phreaking.
g) Promotion of investment or money-making opportunities not permitted under law.
h) Promotion of illegal substances and activities.
i) Guidance or instructions for completing offers or otherwise taking undue advantage of third-party offers.
j) Promotion with deceptive or misleading practices, such as phishing or spyware.
k) Any promotion that may violate third party terms and conditions, including unauthorized use of a third party website for commercial gain or posting bulletins on non-owned accounts.
l) Libelous, defamatory, false, misleading or infringing statements.
m) Content that may bring AppleFreebiez adverse publicity, or which would result in civil or criminal liability of AppleFreebiez and/or its advertisers.

In addition, the applicant must be a person above 18 years old and a legal resident of any nation. This person may represent some other entity, which must also be a legal entity in any nation. Additionally, applicants may not have a PO Box address. AppleFreebiez reserves sole judgment in determining exceptions. Affiliates are responsible for supplying correct contact information. If approved, the Affiliate is also responsible for advising AppleFreebiez of any changes in the information furnished as part of your application.

Upon submission of your application and upon approval of your membership, AppleFreebiez will provide you with a username and password whose use is limited to you. They may not be distributed to any other person, including sub-Affiliates, under any circumstances.

II. Service

AppleFreebiez will create, host and maintain creatives and links to the AppleFreebiez website. The AppleFreebiez offer library contains commission rates, descriptions, link and restrictions or conditions specific to each AppleFreebiez payment plan - and to the incentives associated with each offer, if present. Your usage of such materials are limited to the purposes of marketing the AppleFreebiez program through the web properties we have approved.

a) You may not add, subtract or alter any offer creatives, including any machine-readable code which may be a part of the offer.
b) You may only use approved links and creatives, as supplied and provided to you on your dashboard.
c) You may not attempt to use or access any offers that are not specifically allowed by the subscription and approval process.
d) You may not do any promotion via MySpace in any way.

AppleFreebiez grants you a limited, non-exclusive, non-transferable and revokable license to download one or more offers and all related creatives, links, and information for posting on your website(s) and newsletter(s). Included in this license is the right to use all copyrighted, trademarked and protected intellectual property therein for the purposes described in this agreement.

Affiliates may solicit non-member Affiliates (termed "sub-Affiliates") to distribute offers and creatives, provided that each sub-Affiliate agrees in writing to be bound by and subject to the restrictions and conditions set forth in this agreement. You may not solicit sub-Affiliates by providing resale of the use of or access to the service.

It is understood and agreed that any breach by a sub-Affiliate or user of your services shall be deemed a breach by you, and that AppleFreebiez is not party to any agreement between you and any sub-Affiliate. You are not authorized to make any commitment on behalf of AppleFreebiez, including any regard to payment or other commitment. This permission to engage sub-Affiliates does not extend the status of a third-party beneficiary to any sub-Affiliate of any agreement between AppleFreebiez and you, including these Terms and Conditions.

III. Compensation and Reporting

AppleFreebiez will notify you each time a consumer has completed all requirements necessary to receive a commission for each offer. AppleFreebiez will pay you commissions in the amounts set forth in the commission schedule associated with each offer and posted in the AppleFreebiez system. Payments shall be made to Affiliates THIRTY (30) days after the end of each calendar month and only if payment due is above TWENTY-FIVE (25) dollars. If the monthly amount does not achieve this minimum, it will be rolled over into the next month.

Any Affiliate requiring payment must turn in a signed and dated W-9 form (if US) or W-8 form WITH tax number attached (if Canadian or international). International users requiring check payment may incur a fee for courier service or postage to their country of residence.

AppleFreebiez shall be authorized to recover any commissions relating to:

a) Leads or sales rejected within ninety days of the date of generation.
b) Overpayment to publishers, duplicate entries or other bonafide errors.

You and your sub-affiliates or sub-publishers may not fraudulently add leads or inflate leads by fraudulent traffic generation (as determined solely by AppleFreebiez) or by engaging in the entry of consumer information without the consent of the actual Consumer. It is your obligation to prove to AppleFreebiez that you are not comitting fraud. If AppleFreebiez notices extremely high click-through rates without solid justification, fraudulent leads as determined by our clients, or use any fake redirects or automation to generate extra leads, your account will be flagged. If found to be doing so, you will forfeit your commission for all programs and your account with AppleFreebiez shall be terminated. Similarly, AppleFreebiez shall terminate your account if found to be running disallowed offers or attempting to access such offers - including running offers with objectionable content without specific acknowledgement in your profile and permission from an affiliate manager. AppleFreebiez maintains records of all traffic passing through its system. These records will govern all interpretations made under these Terms and Conditions, including the calculation of commissions. You agree that AppleFreebiez reserves sole judgement in determining fraud.

Incomplete leads (which do not contain the data required by AppleFreebiez) or Duplicate leads (which contain identical data to previous leads sent to AppleFreebiez) may be rejected as well. You agree that AppleFreebiez reserves sole judgement in determining incomplete and/or duplicate leads.

If you are determined to be in breach of any term of this agreement, AppleFreebiez will use its best effors to notify you promptly of such breach and suspend payment of all commissions until the breach has been cured.

IV. Confidentiality and Ownership of Data

All information related to your participation as an AppleFreebiez Affiliate, including but not limited to your username and password, commission rates, pricing strategies, number of sales, leads or customers acquired for clients, shall be considered proprietary information of AppleFreebiez. You agree not to disclose any such confidential information to any third person, or use it for any other use whatsoever aside from all uses protected by this agreement. You also agree not to remove, export or re-export such information except in compliance with all applicable export laws and regulations of Canada and the United States of America, and whatever nation you are resident in. Any employee or third party given access to any such Confidential Information must have a legitimate "need to know" and shall be similarly bound in writing. At no time may this information be used to reverse-engineer or copy the composition of the underlying information, structure or ideas. Any attempt to do so will be considered a breach of contract.

AppleFreebiez covenants and agrees to provide, monitor and maintain the necessary technologies required to link Affiliates to client websites; provide creatives for each offer in appropriate and current format; and notify users of all data associated with their account, commissions and offers that is necessary for all uses approved under these Terms and Conditions.

V. Relationship of Parties

The Affiliate's relationship with AppleFreebiez will be that of an independent contractor. These Terms and Conditions and agreement do not construe the creation or constitution of a franchise, partnership or any other type of relationship between the parties. No party shall have the power to bind the other or incur obligations on the other's behalf without the other party's written consent. Each party retains exclusive rights, titles and interest to any and all elements od their respective websites and the look, feel and design of their services as they appear thereon. Any press release or other public announcement by you regarding your participation in the AppleFreebiez Affiliate Program shall require the prior approval of AppleFreebiez.

VI. Termination

This agreement may be terminated by the Affiliate or AppleFreebiez, and will be effective within fourteen (14) days of the sending of the termination notice. Your account may be suspended or terminated if AppleFreebiez believe, at its sole discretion, that you have violated this agreement in any way. Upon termination, the Affiliate will have to remove any and all offers supported by AppleFreebiez from your website(s) and newsletter(s). If AppleFreebiez deems you still eligible to be paid earned but unpaid commissions, you must certify to AppleFreebiez via email that these termination conditions are met within five (5) business days following termination. Any such payment will be paid during the next billing cycle.

VII. Indemnity and Liability

You agree to indemnify and hold harmless AppleFreebiez, its agents, officers, directors and employees against all liability to third parties resulting from the acts, or failure to act, of such indemnifying party, or any acts of its customers or users. In addition, you agree to indemnify AppleFreebiez for any and all costs, charges, fines, expenses, losses, suits, damage or liabilities arising from any violation by you and your sub-Affiliates of the limitations and obligations of these Terms and Conditions.

No party will be liable to the other for any special, consequential, incidental, punitive or indirect damages, losses, costs or expenses of any kind arising from your participation as an Affiliate with our Affiliate program - regardless of whether or not each party has been advised fo the possibility of such damages, losses, costs or expenses. In no event shall AppleFreebiez's liability under this agreement, whether in contract, tort or other legal theory, be greater than the total amount paid by AppleFreebiez to the Affiliate hereunder.

No warranties are made by either party as to the services or technology described in this agreement, and each party hereto expressly disclaims any implied warranties of merchantablitiy, fitness for a particular purpose, title or noninfringement as it relates to the technology and services provided pursuant to this agreement. This statement expressly includes any reimbursement for losses of income due to disruption of service by AppleFreebiez or its upstream providers.

In the event of a dispute arising from or concerning the subject matter of these Terms and Conditions or your participation and termination from our publisher program, you agree to first attempt to resolve the dispute through good faith negotations. In the event that this is ineffective, the parties shall refer the dispute(s) to a mutually acceptable mediator for hearing in Philadelphia, Pennsylvania. Any continuing litigation arising under this Agreement will be brought in the federal or state courts located in Philadelphia, Pennsylvania. The prevailing party in any action shall be entitled to recover its reasonable attorneys’ fees and costs incurred.

a) If any part of this agreement is deemed invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected.
b) Force Majeure: No party will be deemed in default of these Terms and Conditions to the extent that performance of obligations or attempt to cure any breach are delayed or prevented by reason of events beyond that party's reasonable control. Any party so affected shall be excused so long as such party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and such force majeure event does not extend beyond fourteen (14) days.

VIII. Agreement

This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. The individual submitting this application certifies that she/he is authorized to act on behalf of Affiliate and that she/he, on behalf of Affiliate, has read and accepted the terms, conditions and disclosures associated with these Terms and Conditions. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. Any obligation of the parties relating to limitations on liability, confidentiality and indemnification shall survive termination or expiration of this Agreement.

Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile or confirmed electronic transmission; (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective party as indicated herein; or (iv) in the event of material changes to this Agreement, notice shall be deemed effective upon posting at AppleFreebiez. Copies of all notices by affiliates shall be sent to AppleFreebiez, c/o InstantDollarz Inc., POBox 17257, Philadelphia PA 19105.