Terms and Conditions

Last update 10/15/00

The I-Clicks Network offers website's and their owner(S) or manager(s) the format to earn commission from end user action on media placed by advertiser on the I-Clicks Network.

The operating agreement is as follows:

1.0 Website requirements for acceptance and for continued active status in The I-Clicks Network (herein after refereed to as the Network). 1.1 Web site acceptance into the Network is at the sole discretion of the Network and its affiliates. 1.2 Web sites containing or related to the following topics will NOT be accepted into the Network: nudity, sex, sexual behavior, eroticism, hacking, warez, software pirating, anti-social behavior or activities, illegal products - services or activities, controversial subject matter or content relating to or suggesting controversial or anti-government sentiment. 1.3 The Network reserves the right to reject, refuse or terminate any Publisher's account operating agreement at any time for any reason. Types of website's that will not be accepted include, but are not limited to: personal homepages, sites under construction, sites in languages other than English, poorly designed sites or sites containing little or no content. The Network does however accept well designed - easy to navigate, graphically pleasing and that provide valuable content, products or services. 1.4 Publisher will not engage in abusive spamming practices. If the Network receives any complaints or discovers such activities, Publishers account will be subject to immediate termination and surrender of all earnings to the network. 1.5 Ideal Publisher sites will have their own domain name (i.e. www.anysite.com), quality content and 500 or more unique visitors per day to their website. 1.6 The Network's banners will not be displayed until confirmation is received for the Network that the Publisher site(s) has been approved. Clicks generated by a host prior to receipt of a confirmation notice are considered invalid and will not be paid.

2.0 How the I-Clicks Network Operates. 2.1 The Network provides visitors to advertiser's sites by directing clicks from banners placed on publisher sites. The Network will designate and provide the appearance and syntax of these links, which will appear on Publisher's sites. 2.2 Upon acceptance, Publisher will be provided with instructions and procedure for installing the HTML code, which will display the Networks Advertiser's banner(s) on Publisher's site(s). Publisher must install the URL as instructed in order to receive credit to its account. Activities which shall result in denial of payment and immediate termination, as well as possible legal action, include but are not limited to: abusive spamming, illegal content, blind links, hidden frames, and any falsification or coercion of hits or transactions. 2.3 Upon sign-up Publisher will be asked to enter specific information required to establish account. Publisher will select a password that will be essential to access the stat system. 2.4 Publisher's commission(s) shall be earned on each unique click. A unique click is defined as a banner, which is clicked once by one IP address in a 24-hour period.

3.0 Site Operator/Owner Commission and Reimbursement. 3.1 For each unique click (as defined in section 2.4) directed to the Networks Advertiser(s) site(s) from Publisher's site(s), a commission of at least $0.10 per click shall be paid. Commissions shall be paid on a monthly basis. Any account with payable commissions less than $35.00 will be rolled over in consecutive months until the earned amount equal to or greater than $35.00. All commissions are calculated in US Dollar. 3.2 Accounting for Publisher payments is processed on the first business day of each month. Subsequently - checks are mailed on the 7th business day of each month for earnings through the last calendar day of the prior month. Unless otherwise specified - all payments will be forwarded using Priority US Mail. Publishers are welcome to indicate an alternate payment method. Publisher's who utilize alternate methods will be assessed the cost of alternate methods. Therefor - accounts requesting alternate payment delivery will be required to earn a minimum of $60.00 in commissions before checks will be sent.

4.0 Site Operator/Owner Obligations, Representations and Warranties. 4.1 By submitting an application to The I-Clicks Network or its affiliates, Publisher warrants and represents that the following are true: (a) he/she owns and/or operates a lawful and valid Internet web site. (b) He/she has the requisite power and authority to enter into this Agreement and perform the obligations set forth herein. (c) He/she is a person of the age of majority (18 years of age). (d) All content (pictures, images, writing, etc.) on his/her website(s) are legal and are not in violation of any trademarks, servicemarks or copyrights. (e) His/her performance under this Agreement does not and will not constitute a breach of any existing contract or obligation undertaken by Publisher. (f) There are no outstanding orders, judgments, decrees, rules or regulations that would preclude Publisher from entering into this Agreement. 4.2 Publisher shall indemnify The I-Clicks Network, its shareholders, officers, directors, employees, its affiliates and assigns against any loss, damage, liability (including reasonable legal fee's) which result from the use of any I-Clicks Network materials not expressly authorized by this Agreement. 4.3 Publishers who are residents of the United States are required to enter a Federal Tax ID or Social Security Number on the registration form. The I-Clicks Network will register a form 1099 for all US domestic entities or a form 1042 for all foreign entities to which The Network issues combined yearly payments of $500.00 or more. Falsification of Social Security Numbers or Tax ID numbers shall be cause for denial of payment and immediate account termination. 4.4 Publisher's web site will not make any statements requesting visitors to click on a posted banner. This practice is strictly prohibited and is grounds for account termination and denial or surrender of payment. 4.5 Any alteration of the Network code provided or changing of the size and orientation of the Networks banners without the expressed written and signed authorization by an I-Clicks network representative is strictly prohibited and is grounds for account termination and denial or surrender of payment. 4.6 Executive membership Publishers must have a domain name registered with InterNIC, which shows administrative or technical contact that matches the payable to field in the Network Publisher application. Furthermore, the domain name must end in .com, .net or .org. All other extensions are considered invalid and Executive membership is denied. 4.7 Publisher warrants that all images displayed on Publisher's web site and/or promotions are licensed and that Publisher has a legal right to display them.

5.0 Rights Granted. 5.1 During the term of this agreement, the Network grants to Publisher the non-exclusive and Non-transferable right to direct (refer) visitors to the Networks Advertiser's web site(s). 5.2 During the term of this agreement, the Network grants to Publisher the non-exclusive, non-transferable license to use graphics, including banners and other intellectual properties distributed by the I-Clicks Network for the sole purpose of marketing, advertising or promoting Advertisers web site(s). Publisher may not alter or modify the link, banner, or any aspect of the source code in any way without express written authorization of the Network. This license shall automatically and immediately terminate upon the termination of this Agreement. 5.3 The rights granted herein shall be solely for reasonable, appropriate and lawful use.

6.0 Disclaimer and Limitation of Liability. 6.1 The Network makes no warranties, either expressly or implied with regard to the performance of the link(s) or the content of Publisher(s) sites. The Network disclaims all warranties respecting the efficiency of its services provided under this Agreement, including users of the Network's services for any losses, injuries or damages of any kind arising from or in connection with any mistakes, omissions, delays, errors or interruptions in the transmission or receipt of the I-Clicks Network services or content.

7.0 Term and Termination of Agreement. 7.1 This agreement is subject to change without notice. Publisher is advised to periodically review this agreement for updates. 7.2 the term of this Agreement shall be indefinite. The Network reserves the right to terminate this Agreement at any time, without cause. Notice of termination will be delivered via e-mail and is effective upon transmittal from the Network. 7.3 Upon termination of this Agreement, Publisher shall immediately cease using the I-Clicks Network banner(s) and code delivering the banner(s) from Publisher's site(s). 7.4 All warrantees, indemnities and obligations shall extend beyond the termination of this Agreement. 7.5 Upon termination of this Agreement, Publisher shall be entitled to all unpaid commissions earned prior to the date and hour of termination. Publisher shall not be entitled to receive any payment if their account was terminated for activities including, but not limited to, illegal content, spamming, deception, fraud or falsification of banner or ad page hits and/or click-through's. 7.6 The I-Clicks Network, at is sole discretion, reserves the right to deny payment to Publisher(s) that violate ANY of the above rules. If Publisher has a question about the interpretation of any of the terms outlined or expressed in this agreement, an I-Clicks Network representative can be contacted via email at: [email protected]

8.0 Acceptance and Execution of Agreement. 8.1 By completing and submitting the I-Clicks Network Publisher's sign-up form, located on the Network's website at: https://i-clicks.net/publishers-terms.htm, you agree to comply with the preceding Terms and Conditions as prescribed herein. The date of execution shall be the date on which the form is forward or submitted to The I-Clicks Network. Rev. # 1.1 - 10/15/00

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