The following Terms and Conditions (hereinafter referred to as "Agreement") is a legal Agreement between CorePoint Technology, Inc. (hereinafter referred to as "Company") and you (hereinafter referred to as "You"/"Your"), the user of the AcclaimNetwork.com website (hereinafter referred to as "Site"). You and Company may also be individually referred to herein as a "Party" and collectively as "Parties". You agree to use the Site and any additional services offered by Company in the future only in accordance with this Agreement. Company reserves the right to make changes to the Site and the terms and conditions of this Agreement at any time. Your continued use of the Site after any such modification and notification thereof shall constitute Your consent to such modification.

1. Not an Employment Agreement

The parties recognize and agree that this Agreement is not an Employment Agreement and that the relationship between the parties remains at-will. No provision of this Agreement shall be construed or interpreted to create an employment relationship between You and the Company or any Affiliate or guarantee the right to remain employed by the Company or any Affiliate for any specified term.You will not be treated as an employee for federal tax purposes. You will not be eligible to participate in any employee benefits or programs that the Company may provide to its employees, including but not limited to, health insurance, workers compensation, retirement, vacation or sick leave.Top of page

2. Background and Use of the Site.

The Site allows Company to post offers of advertising programs sponsored by Company or its advertisers (hereinafter referred to as "Merchant(s)") on the system (hereinafter referred to as "Program(s)"). The Programs will specify the amount and terms under which You will receive payment (hereinafter referred to as "Bounty") when the Program's requirements are fulfilled. Bounties are generated from a specified event (hereinafter referred to as "Event") identified in a Program, such as sales and leads. The definition of the Event associated with a Program is set forth in the Program's specifications, and such definition shall govern this Agreement. If You accept Program, You agree to place that Program's advertising creative on Your website (hereinafter referred to as "Media"), in accordance with the terms of the accepted Program. Company may change Program at any time unless otherwise specified upon reasonable notice to You. Similarly, You may drop previously accepted Programs at any time unless otherwise specified. Company is responsible for displaying and administrating all active Programs and tracking the payments owed. Company shall compile, calculate and electronically deliver the data required to determine Your billing and compensation. Company's figures and calculations shall be final and binding. Any questions regarding the data provided by Company need to be submitted in writing within 30 days of receipt, otherwise the information will be deemed accurate and accepted as such by You.Top of page

3. License.

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

• In order to be eligible to become a Company Affiliate, all websites must meet the following criteria:

1. Generate sufficient traffic to our websites and have current and relevant content, not simply a list of links or advertisements, nor can the site be centered around making money off of Company and its Merchants;
2. Be written in English and contain only English language content;
3. Attract a customer base who may be interested in our products;
4. Have a top-level domain name which is not matching with any brand names, trade names, names of products and banks mentioned at Site;
5. Cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;
6. Be fully functional at all levels; no "under construction" sites or sections;
7. Spawning process pop-ups and exit pop-ups are prohibited.

• The content of the websites cannot infringe on any personal, intellectual property or copyrights including but not limited to:

1. Racial, ethnic, political, hate-mongering or otherwise objectionable content;
2. Investment, money-making opportunities or advice not permitted under law;
3. Gratuitous violence or profanity;
4. Material that defames, abuses, or threatens physical harm to others;
5. Material that promote violence such as: hate crimes, fire arms, terrorist organizations and/or related sites;
6. Material that promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
7. Material that promote sexually explicit, pornographic or obscene content (whether in text or graphics);
8. Material that promote content related to liquor, tobacco, firearms, drugs, gambling, crime or death;
9. Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.;
10. Software Pirating (e.g., Warez, Hotline);
11. Hacking or Phreaking;
12. Any illegal activity whatsoever;
13. Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic.

Company grants You a non-transferable, non-exclusive limited license, if approved, to use the Site and any data, reports, information or analyses arising out of such use, subject to the terms and conditions set forth herein. You acknowledge and agree that You do not have, nor will claim any right, title or interest in the Site software, applications, data, methods of doing business or any elements thereof. You may only access the Site via web browser (Internet Explorer is preferred), email or in a manner approved by Company. Also, if approved You should perform required marketing materials updates during 24-hour period (if other time frames are not determined) after receiving a distribution letter with updates. If You fail to perform these updates, You will be removed from Program.Top of page

4. Fraud.

Company actively monitors traffic for fraud. If we detect fraud, your account will be made inactive pending further investigation.

If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by Company, such as pre- population of forms or mechanisms not approved by Company), you will forfeit your entire commission for all programs and your account will be terminated. Company reserves sole judgment in determining fraud, and you agree to this clause.

It is the OBLIGATION of the Affiliate to prove to Company that they are NOT committing fraud. Company will hold your payment in 'Pending Status' until you have satisfactorily provided evidence that you are not defrauding the system. We flag accounts that:

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

5. Payment.

You will be paid per the occurrence of an Event. Parties understand and agree that payment will be owed to Affiliate from Company. All accounts will be paid in US dollars ($US). No checks will be issued for any amounts less than $25 US Dollars. Every Affiliate account must have a unique, valid taxpayer identification number (TIN) or valid Social Security number (SSN). All Affiliates are required to send the W-9 form to Company, otherwise Affiliate will forfeit the payments. All payments are based on actual figures as defined, accounted and audited by Company. Company will facilitate payment by disbursing the earned portion of lump sum aggregate payments to individual Affiliates upon receipt of payment from Merchant. Company shall process and send Affiliate's payment within thirty (30) days from the last business day of each month in which earnings are accrued, if that amount exceeds twenty five (25) dollars.

In the event Company fails to receive payment due form Merchant it shall have no payment obligation to Affiliate. If Merchant does not pay on time, Company will notify Affiliate and offer its best efforts in matters related to collections. Company will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to Company and payments made to Affiliate shall be based on the Events and corresponding Bounties as reported by Company. Company will not be responsible to compensate Affiliate for Events that are not recorded due to Affiliate's error. Company will not pay, if Affiliate violates any clause of current Agreement.Top of page

6. Termination.

This Agreement shall commence upon Your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon three (3) days' notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Company reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason, upon notice to You. Company also reserves the right to terminate Your access to the Site at any time without notice.

Termination notice will be provided via e-mail and will be effective immediately. All legitimate money due to Affiliate will be paid during the next billing cycle. If Affiliate defrauds the system, then payment is revoked as determined solely by Company.

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

7. Representations and Warranties.

• You represent and warrant that: Your Media is in compliance with all applicable laws and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content;
• You agree not to send Unsolicited Commercial Email (i.e., SPAM). You cannot post any specific messages to newsgroups, chat rooms, bulletin boards or any other places unless expressly approved in writing from by Company. You can post messages which are generic in nature and do not mention any specific client or offer, which are expressly approved in writing from Company;
• You agree to use marketing materials and links on your site(s) only. You cannot place marketing materials and links into advertisements directly in contextual advertising systems like Google, Yahoo, MSN, and others;
• You agree not to place marketing materials on Your affiliated websites. If You want to use marketing materials on Your affiliated websites you should submit a request for approval;
• You agree not to promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
• You agree not to engage in any illegal activity, in accordance with Federal Law, whatsoever, is not allowed;
• You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media; You agree to not use deceit when marketing Merchant's offers or presenting these offers to consumers; You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
• You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective Site tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure ad performance and provide its service (hereinafter referred to as "Site Data");
• If instructed to do so by Company and/or if this Agreement terminates, You will immediately remove and discontinue the use of any Site Data;
• You acknowledge that Company does not represent, warrant, or make any specific or implied promises as to the successful outcome of any Programs;
• You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site;
• Affiliates are strictly prohibited from bidding on all the keywords containing any variations or misspells of brand names, trade names, names of products and banks mentioned at the Site. Any Affiliate who violates this rule will be withdrawn from the system immediately.
• If You are notified that fraudulent activities may be occurring on your Media, and You do not take any actions to stop the fraudulent activities, then You are responsible for all associated costs and legal fees resulting in these fraudulent activities;
• If any errors or undesirable results occur due to no fault of Company, Company shall not be responsible for losses and You may not be compensated.Top of page.

8. Customer Information; Non-Disclosure.

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

9. Limitation of Liability; Disclaimer of Warranty.

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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

10. Indemnity.

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

11. Assignment and Jurisdiction.

Company may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Company, which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the state of New York. You expressly consent to the exclusive venue and personal jurisdiction of the state and federal courts located in New York County, New York, for any actions arising from or relating to this Agreement. Top of page.

12. Severability.

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. Top of page.

13. Arbitration.

In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties shall use the following procedure:

• A meeting shall be held within seven (7) days of request among the Parties, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. At the request of either Party, the meeting shall be conducted by teleconference or telephone.
• If the Parties have not succeeded in negotiating a resolution of the dispute at such meeting, or any extension thereof to which they shall mutually agree, the Parties agree that such dispute, claim, question, or disagreement arising out of or relating to this Agreement or the breach thereof, shall be submitted to binding arbitration in Harrisburg, Pennsylvania in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by such binding arbitration may be entered in any court having jurisdiction. The losing Party shall pay all fees of the arbitration, as well as the fees incurred by the successful Party, which determination shall be part of the award of the arbitration.

1. Waiver.The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of the Agreement or to exercise any right under the Agreement will not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather the same will be and remain in full force and effect.
2. Force Majeure.Neither Party shall be liable for, or considered in breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement (except with respect to payment obligations) as a result of any causes or conditions which are beyond such Party's reasonable control and which such Party is unable to overcome by the exercise of reasonable diligence (including without limitation, the failure of Company to provide Advertisement(s) for placement on Affiliate's Web site(s)); provided that the non-performing Party gives reasonably prompt notice under the circumstances of such condition(s) to the other Party. Top of page.

14. Attorneys' Fees.

Company shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding arising out of this Agreement. Top of page.

15. Miscellaneous.

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