This Affiliate Network Agreement ("Agreement") contains the complete terms and conditions that apply to your participation as an affiliate (an "Affiliate") in the Offset Alliance Affiliate Network.

By registering as an Affiliate, you warrant that you have read and understood this Agreement, and you agree to be bound by it.

To begin the enrollment process, you must submit a complete Affiliate Network Application. We will evaluate your application and notify you of your acceptance or rejection in a timely manner. We reserve, the right, in our sole and absolute discretion, to accept or reject your application for any or no reason whatsoever.

Upon notice of acceptance of your application, this Agreement shall be effective between you and Offset Alliance, LLC. ("Offset Alliance"). If we reject your application you will not be able to participate in the Offset Alliance Affiliate Network; however, you are welcome to reapply at any time.

1. Definitions

The following definitions apply to this agreement:

1.1. "Advertising" or "Advertisements" means any and all advertisements, widgets, text links or other solicitations through the Internet that promote the Offset Alliance Service and contain advertising offers that facilitate the transfer of data back to the Offset Alliance Site.

1.2. "Offer" means an embedded graphic, icon or text containing third party advertisement within the Offset Alliance Service.

1.3. "Offset Alliance Service" means the Offset Alliance Internet site that is currently located at http://www.offsetalliance.com and any other additional, substitute or successor site that may be designated by Offset Alliance under this Agreement.

1.4. "Offset Alliance Site" means the Offset Alliance Internet site that is currently located at http://www.offsetalliance.com and any other additional, substitute or successor site that may be designated by Offset Alliance under this Agreement.

1.5. "Subscriber" means a person, with a mailing address within the United States, its territories, or possessions, who (i) subscribes to the an advertising offer within the Offset Alliance Service (i.e., requiring the entry of name, address, email address, and additional information via the Offset Alliance product and (ii) has not previously engaged and opted-into said offering through the Offset Alliance service or any other service.

2. Term and Termination

2.1 The term of this Agreement ("Term") will begin upon our acceptance of your application and will end when terminated by either party.

2.2 Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination.

2.3 Upon termination of this Agreement, Affiliate shall immediately cease serving Advertisements.

2.4 No Commissions or bonuses shall be due with respect to Subscribers after the date of termination. We reserve the right to withhold your final payment for a reasonable period of time as necessary to calculate properly any amount due to you.

2.5 Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except for those rights and obligations that either, by their express terms survive, or that are otherwise necessary for the enforcement of the Agreement.

3. Obligations of Offset Alliance

3.1 Upon acceptance of your application, you will have the ability to access performance reports via your account in the Affiliate Program Site. The Affiliate Program interface will contain certain sales reports and traffic information related to your affiliate relationship with Offset Alliance. These reports will contain estimates of (i) the number subscribers who engaged with the Offset Alliance Service; (ii) the Commission Fees payable to you pursuant to Section 3.3, below.

3.2 Offset Alliance shall provide you with widget code you shall use in promoting the Offset Alliance Service. The Advertising available for your use will be made available on the Affiliate Program Site.

3.3 During the Term, Offset Alliance shall pay you a commission for each offer legitimately opted-into as of the last day of the pay period, as documented on the reporting system located on the Affiliate Program Site. Offset Alliance reserves the right to adjust the commission payable to you to the extent of any reporting errors, fraudulent opt-ins or intentional manipulations of the registration process, all as determined in our reasonable, good faith discretion. In addition to all other remedies available to it, Offset Alliance shall have the right to refuse to make any payment to you with respect to any Subscriber that Offset Alliance, in its reasonable, good faith discretion, determines was obtained as a result of promotional efforts that were in breach of this Agreement. Offset Alliance reserves the right to change the commissions payable hereunder by providing notice to you and reflecting such changes on the Offset Alliance Payment Schedule. Any changes to the Commissions shall become effective upon notice to you.

3.4 Offset Alliance shall provide payment to you within thirty (30) days after the last day of the pay period during which they were earned. Notwithstanding anything herein to the contrary, to the extent that Commissions payable to you for any month total less than US $25, Offset Alliance may, in its sole discretion, defer payment of such Commissions until such time as such Commissions and any other Commissions earned during the subsequent period(s), in the aggregate, exceed US $25. No interest will accrue on unpaid Commissions.

4. Obligations of Affiliate

4.1 As an Affiliate, you are permitted to promote the Offset Alliance Service only through unaltered widget embed code provided to you through your administrative access to the Affiliate Management site. You may choose to also setup an account on behalf of your referred sub-affiliates from with the Affiliate Program interface.

4.2 All promotional activities undertaken by you to promote the Offset Alliance Service shall be made in accordance with all applicable laws and regulations. All information obtained through the Offset Alliance Service from individuals shall be the sole and exclusive property of Offset Alliance and, except as specifically provided herein, you shall neither have access to such information nor use any device, technique or software to obtain information from the Offset Alliance Service or Site

4.3 If you desire to promote the Offset Alliance Service (i) by purchasing, either directly or indirectly, search terms from websites, search engines or other directory or referral services (e.g., Overture, Google, and Yahoo!), (ii) by incorporating keyword text into meta tags or websites or by using other search engine optimization techniques, or (iii) by offering, either directly or indirectly, any consideration or incentives to potential Subscribers to register for the Offset Alliance Service, including without limitation, payment of money, rebates, discounts or other benefits, you must first get written permission from us, which may be given or withheld in our sole and absolute discretion. We reserve the right to revoke such permission at any time for any or no reason whatsoever. In addition to the foregoing requirement and as consideration for our entering into this Agreement with you, you agree not to bid or otherwise purchase, either directly or indirectly, the search name "Offset Alliance" or any misspelling or variant thereof from websites, search engines or other directory referral services.

4.4 You shall replace any Advertising displayed on your site with any new Advertising provided by Offset Alliance within ten (10) days after receiving notice from us of the new Advertising. You shall not modify any Advertisement in any way. Your site shall not in any way copy or resemble the look and feel of the Offset Alliance site, nor shall you create the impression that your site is the Offset Alliance site or a part of the Offset Alliance site. You shall not use Offset Alliance or any variation or misspellings thereof in your URL. You shall not frame or permit the framing of any page of the Offset Alliance site.

4.5 During the Term, you will not disparage Offset Alliance, the Offset Alliance Site or the Offset Alliance Service, or portray these in a derogatory or negative manner. The content of your website will, at all times, be in good taste. You are solely responsible for the development, operation and maintenance of your website and will indemnify, defend and hold Offset Alliance harmless from any claims arising out of or related to your website.

5. Subaffiliates and Agents

As an Affiliate of Offset Alliance you are entitled to refer other Affiliates for which you will also be paid a commission. But if you operate subaffiliate networks, work with Agents or conduct reward programs with users outside of the Offset Alliance Affiliate Program, you agree to the following:

5.1 Any relationships you enter into with third parties, subaffiliates, or agents ("Agents") in connection with your promotion of the Offset Alliance Service are at your sole discretion. Offset Alliance shall not be a party to any agreement that you have with an Agent and you are not authorized to make any commitments on behalf of Offset Alliance to such Agents, including commitments regarding payment of fees to the Agents by Offset Alliance or commitments for licenses to Offset Alliance's name, logo(s), any provided images, or other intellectual property. Agents are not third party beneficiaries of this Agreement with Offset Alliance. Any breach by your Agents of the terms and conditions of this Agreement shall be deemed a breach of this Agreement by you and Offset Alliance shall have full recourse against you with respect to such breach.

5.2 You will provide Offset Alliance with an up-to-date list of your Agents (site name and url) upon request.

5.3 You agree to terminate your relationship with an Agent as it pertains to the Offset Alliance Affiliate Network if an Agent engages in any activity that is prohibited as provided by this Agreement or if requested by Offset Alliance, and if you do not terminate such Agent within five (5) business days from Offset Alliance's request, Offset Alliance reserves the right to withdraw you and all your Agents from the Affiliate Network and to refuse payment of any monies owing to you hereunder.

5.4 You agree not to use any of the information provided via Offset Alliance's tracking technology to identify unique individual customer activity conducted by Offset Alliance, nor to allow others to use the technology to identify such unique customer activity, nor to access such unique customer activity or data. You further agree not to transfer or reuse any data generated by Offset Alliance's tracking technology.

5.5 You are solely responsible for technical implementation and maintenance of any linking technology or tracking parameters necessary to utilize the Offset Alliance's tracking technology. You are responsible for conducting appropriate testing and verification of the Offset Alliance's tracking parameters including link creation, click through, ordering, and reporting as necessary to insure correct and dependable operation of the tracking feature.

6. Modification

We may modify any of the terms and conditions contained in this Agreement at any time in our sole and absolute discretion. Modifications may include, but are not limited to, changes in Commissions, payment procedures, and permitted promotional activities. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Network following our posting of a change notice or new agreement on our site will constitute binding acceptance of change.

7. Ownership of Advertising and Indemnification

7.1 Offset Alliance represents that it is the owner of the Advertising and has all ownership or license rights with respect to the contents thereof. Offset Alliance and Affiliate hereby acknowledge and agree that Affiliate shall have no responsibility with respect to the content of the Advertising supplied by Offset Alliance hereunder. Any modifications to the Advertising made by Affiliate shall void the forgoing and Affiliate shall be liable for any damages arising therefrom.

7.2 Offset Alliance shall defend, indemnify and hold Affiliate, its directors, officers, employees, agents, affiliates, successors and assigns harmless from and against any and all third party claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) to the extent arising out of or related to any actual or alleged breach of this Agreement by Offset Alliance, including without limitation any infringement of any copyright, trademark or other intellectual property right of any third party by the Advertising.

7.3 Affiliate shall defend, indemnify and hold Offset Alliance, its directors, officers, employees, agents, affiliates, successors and assigns harmless from and against any and all third party claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) to the extent arising out of or related to any breach or alleged breach of this Agreement by Affiliate, including without limitation any breach of Affiliate's obligations under Section 4 above, and the confidentiality obligations outlined in Section 11 below.

7.4 Any party seeking indemnification under this Section 7 shall promptly notify the indemnifying party in writing of the claim and shall reasonably cooperate with the indemnifying party with respect to such claim. The indemnifying party will be entitled to control the defense and settlement of any claim against which the other party seeks indemnification with counsel of its own choosing and at its own expense; provided, that the indemnified party will be entitled to approve any non-monetary settlement.

7.5 The indemnity obligations under this Section 7 shall survive termination of this Agreement.

8. Warranty Disclaimer

Except as expressly set forth herein, neither party makes any representations or warranties, express or implied, including any express or implied warranty of merchantability, fitness for a particular purpose, or non-infringement, or any representation or warranty as to any revenues or other economic or non-economic benefit that may accrue to the other party by reason of its participation in this Agreement. Furthermore, Offset Alliance specifically makes no representation or warranty relative to the performance levels or continuous operation of the Offset Alliance Site.

9. Limitation of Liability

NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN RELATED TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

10. Public Announcements

Neither party may make any public announcement about the terms of the Agreement without the other party's prior written approval and consent. The parties agree that there will be no press releases issued in connection with this Agreement.

11. Confidentiality

Each party acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning the other's business, plans, customers, technology, products and services that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding Subscribers obtained during the Term and the effectiveness of Advertising hereunder are highly confidential and valuable to Offset Alliance. Each party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such information revealed to it as a result of or arising out of the relationship hereunder (other than to fulfill its obligations under this Agreement). Each party shall take every reasonable precaution to protect the confidentiality of such information. This Section shall survive termination of this Agreement. Notwithstanding anything in this Section to the contrary, any information (i) required by legal process to be disclosed, (ii) already in the public domain or (iii) released through no fault of the parties will not be considered confidential information hereunder.

12. General Provisions

12.1This Agreement will be governed by the laws of the state of Georgia, without reference to its choice of law rules.

12.2 No waiver of any provision of this Agreement shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing.

12.3 Notices and other communications to you, as required or permitted to be given hereunder, shall be posted on this URL and/or otherwise e-mailed to the e-mail address provided in your application and shall be deemed effective upon posting or e-mailing, as applicable. Notice or other communications to Offset Alliance shall be sent by e-mail to service@offsetalliance.com and shall be deemed effective one business day after e-mailing.

12.4 This Agreement may not be assigned or otherwise transferred by you without the express written consent of Offset Alliance.

12.5 The division of this Agreement into separate sections, subsections and/or exhibits and the insertion of titles or headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

12.6 You and Offset Alliance are independent contractors and nothing in this Agreement will create any partnership, joint venture or agency relationship. You'll have no authority to make or accept any offers, warranties, or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would cause confusion as to our relationship with you or otherwise contradict anything in this Section.

12.7 Each party hereby represents that it has the authority and capacity to enter into this Agreement, including that all individuals executing this Agreement are 18 years of age or older.

Registering as an affiliate shall constitute your agreement to be bound by the terms and conditions of this Agreement.