1.1 "Affiliate Campaign" means a specific program offered by a Microsoft Online product group for the payment of Referral Fees for a specified Conversion Event, as such terms are defined below. Affiliate may choose through the application process to participate in one or more Affiliate Campaigns.

1.2 "Affiliate Web Site" or "Affiliate's Web Site" means the Affiliate Web Site(s) that will be participating in the Program as provided in Affiliate's application and approved by Microsoft Online.

1.3 "Affiliated Entity" means any company or any entity worldwide (including, without limitation, corporations, partnerships, joint ventures and limited liability companies) where either (i) a party owns a Material Interest in the entity, (ii) a parent entity having a Material Interest in a party also owns a Material Interest in the entity or (iii) the entity owns a Material Interest in a party.

1.4 "Conversion Event" means the specific action described in the documentation for the applicable Affiliate Campaign that will result in the payment of a Referral Fee from Microsoft Online to Affiliate. Without limitation, a Conversion Event does not include any fraudulent, duplicative, incomplete (including, without limitation, by reason of known and unknown bugs or other technical issues), or otherwise improper activity as determined by Microsoft Online in its sole discretion.

1.5 "End User" means a visitor to Affiliate's Web Site who may participate in a Conversion Event as described for a particular Affiliate Campaign.

1.6 "Extra Terms" means additional terms that are specific to an Affiliate Campaign (e.g codes of conduct or guidelines).

1.7 "Links" means the applicable links for a specific Affiliate Campaign that Microsoft Online may provide to Affiliate to enable End Users to navigate to a Microsoft Online Property, all as described in the Program Descriptions for a specific Affiliate Campaign.

1.8 "Material Interest" means a twenty percent (20%) or greater ownership, equity, or financial interest in an entity.

1.9 "Microsoft Online Content" means banners, text, links, datafeeds, graphics and other content provided by Microsoft Online for display on Affiliate's Web Site through the use of a Link. Microsoft Online Content may contain "cookies".

1.10 "Microsoft Online Property" or "Microsoft Online Properties" means the web sites, web pages and services owned or operated by Microsoft Online and any successor, similar or replacement versions of such web sites or services, regardless of whether or not marketed or promoted under the same name, and accessible via various Internet-enabled devices, including but not limited to personal computers, mobiles devices and televisions. At Microsoft Online's discretion, the Microsoft Online Properties may also include: (i) any international or non-English language versions of these web sites or services; (ii) versions of these web sites, web pages or services that are co-branded and distributed either by Microsoft Online or a third party; and (iii) Microsoft Online software applications, services or tools, provided such software application, service or tool contains a link back to one of the foregoing Microsoft Online Properties.

1.11 "Program Description(s)" means a detailed description of the applicable Affiliate Campaign, including but not limited to a description of the applicable Conversion Event, the Referral Fee, and requirements for Affiliate's participation.

1.12 "Referral Fee" means the fee due from Microsoft Online to Affiliate after a Conversion Event takes place, according to the fee schedule for the applicable Affiliate Campaign. The Referral Fees are described in greater detail in the Program Descriptions.

1.13 "Software" means the software that may be included in the Microsoft Online Content provided to Affiliate including but not limited to software that may be included for tracking and reporting purposes.

3.1 Conversion Events.

Affiliate will comply with the terms, directions and guidelines included in the applicable Program Description or as otherwise provided by Microsoft Online from time to time in connection with Affiliate's placement of the Links, its display of the Microsoft Online Content, its use of the Software, or other activity in connection with a specific Affiliate Campaign. Except as explicitly described in this Agreement and in the applicable Program Description, Affiliate may place the Links and display the Microsoft Online Content on as many areas of Affiliate's Web Site as Affiliate desires. In utilizing the Links, Affiliate agrees that it will cooperate fully with Microsoft Online in order to establish and maintain such Links and to enable proper tracking and reporting of Conversion Events. Affiliate also agrees that it will display on Affiliate's Web Site only the Microsoft Online Content that is provided by Microsoft Online in an unmodified form, and Affiliate will substitute Microsoft Online Content with any new Microsoft Online Content provided by Microsoft Online from time to time throughout the term of this Agreement. Microsoft Online may, in its sole discretion modify the Links, the Microsoft Online Content, and the Software during the term of the Agreement.

3.2 Warranty.

Affiliate represents and warrants that:


1. All information provided in its application to the Program is true, correct, and complete;
   
   
2. Affiliate has the full right and capacity to enter into this Agreement and (if an individual) that Affiliate is at least 18 years of age;
   
   
3. Affiliate is not an Affiliated Entity of Microsoft Online or an employee of a Microsoft Online Affiliated Entity;
   
   
4. Affiliate will at all times operate Affiliate's Web Site in compliance with all applicable laws, rules, and regulations, including but not limited to the CAN-SPAM Act of 2003 and those relating to privacy and data protection;
   
   
5. Affiliate's Web Site and all contents thereof will at all times (i) comply with all applicable laws, statutes, ordinances, and regulations, (ii) not violate the rights of or any duty owed to any other party, and (iii) will not contain any restricted content listed in Attachment 1 to this Agreement;
   
   
6. Affiliate will not solicit, encourage, commit, or permit any fraudulent or improper act to generate Conversion Events or Referral Fees; and
   
   
7. Affiliate will not enable the Links to collect personally identifiable information of End Users that would allow Microsoft Online to personally identify End Users.
   
   
3.3 Accurate, Up-to-Date Information.

Affiliate agrees to provide Microsoft Online with accurate information about Affiliate and Affiliate's promotional methods and to maintain up-to-date "account" information (such as contact information, web sites used, etc.). In its Program accounts, Affiliate must accurately, clearly and completely describe all promotional methods by selecting the appropriate descriptions and providing additional information when necessary.

1. Performing the technical operation of Affiliate's Web Site and all related equipment.
   
   
2. Ensuring the accuracy and appropriateness of materials posted on Affiliate's Web Site (including, among other things, all product-related materials).
   
   
3. Ensuring that materials posted on Affiliate's Web Site do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights.
   
   
4. Ensuring that materials posted on Affiliate's Web Site are not libelous or otherwise illegal.
   
   
5. Operating Affiliate's Web Site in compliance with applicable laws, rules, and regulations, including but not limited to the CAN-SPAM Act of 2003 and those relating to privacy and data protection.

11.1 Amounts.

Affiliate will earn Referral Fees according to the specific Affiliate Campaign in which Affiliate is participating. However, Microsoft Online will not pay Affiliate any Referral Fees for invalid Conversion Events or Conversion Events that occurred as a result of any violation of this Agreement, all as determined by Microsoft Online in its sole discretion. Affiliate acknowledges and agrees that neither Microsoft Online nor its contractors makes any guarantee, prediction, or representation regarding the ability of Affiliate to generate Conversion Events or earn Referral Fees.

11.2 Payment.

In order to receive payment, Affiliate will be required to provide Microsoft Online with the required information including for U.S. Affiliates, Affiliate's U.S. tax identification number and a fully-completed form W-9 and, for international Affiliates, a fully completed and signed W8. Subject to Section 11.3 below, Microsoft Online will pay Referral Fees to Affiliate on a monthly basis provided the amount due Affiliate reaches one hundred dollars (U.S. $100.00). In the event the Referral Fees due do not reach one hundred dollars (U.S. $100.00) in any given month, Affiliate will be paid after the next month during which Affiliate meets the minimum one hundred dollars (U.S. $100.00) amount or, if the minimum amount is not met during any month, at the end of the applicable calendar quarter. If a Conversion Event includes the purchase of a product, Referral Fees will not be paid for any incomplete or fraudulent purchases or purchases where product is returned. Microsoft Online may deduct the corresponding Referral Fee from Affiliate's next payment. If there is no subsequent payment of a Referral Fee, Microsoft Online will send Affiliate a bill for the return of the Referral Fee. Unless otherwise specified in any Extra Terms associated with the applicable Affiliate Campaign, all payments of Referral Fees to Affiliates will be made by ACH or debit card within thirty (30) days after the end of the calendar month in which the Referral Fees were earned.

11.3 Payment Limitations.

Microsoft Online has no obligation to make payment of any Affiliate Referral Fees for which Microsoft Online has not received from the relevant Advertiser payment of all monies due with respect to the applicable Affiliate Campaign(including for all Affiliate Referral Fees owed by such Advertiser to all other Publishers that are participating in the Affiliate Campaign). If Microsoft Online elects, in its own discretion, not to make payment to Affiliate for amounts not received from an Advertiser, those amounts will not be included in the reporting specified by Section 11.6 below. Affiliate agrees that its sole recourse for any earned Affiliate Referral Fees not paid to Affiliate will be to make a claim against the relevant Advertiser(s) and Microsoft Online disclaims any and all liability for such payment.

11.4 Account Charges.

Affiliate is solely responsible for providing and maintaining accurate contact and payment information associated with Affiliate's account. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from a newly issued payment. In the event Microsoft Online is unable to locate Affiliate for the payment of Referral Fees after using reasonable efforts, Microsoft Online may retain the Referral Fees in accordance with applicable law. Microsoft Online may charge a reasonable fee for account maintenance against such Referral Fees up until there are no longer any Referral Fees remaining.

11.5 Taxes.

Each party will be responsible for billing, collecting and remitting sales, use, value added, and other comparable taxes due with respect to (or incurred in connection with) the sale or license of such party's goods or services. Neither party is liable for any taxes, duties, levies, fees, excises or tariffs incurred in connection with or related to the sale of the other party's goods or services.

11.6 Reporting.

Each payment of Referral Fees will include a report showing sufficient information as determined by Microsoft Online to show the calculation of the Referral Fees. In addition, Microsoft Online may make various reports available to Affiliate at a designated URL.

11.7 Disclaimer.

Microsoft Online's calculation of the Reporting Fees will be based upon reports available to Microsoft Online. The reports available to Microsoft Online may contain discrepancies from the reports available to Affiliate, due to the stage at which the report is received, technology related issues, or other reasons. Microsoft Online'S PAYMENTS WILL BE BASED ON THE CONVERSION EVENT REPORTING AVAILABLE TO Microsoft Online AND Microsoft Online WILL HAVE NO LIABILITY FOR ANY DISCREPANCIES BETWEEN THE INFORMATION AVAILABLE TO AFFILIATE AND THE INFORMATION AVAILABLE TO Microsoft Online. Microsoft Online will have no obligation to provide notice to Affiliate in the event that any Links, Microsoft Online Content, or Software are not being displayed on the Affiliate Website or are not functioning properly.

The term of this Agreement will begin upon Microsoft Online's acceptance of Affiliate's application and will end when terminated by either party. Either Affiliate or Microsoft Online may terminate this Agreement at any time, with or without cause, by giving the other party written or electronic notice of termination. Affiliate is only eligible to earn Referral Fees during the effective term. Following termination of this Agreement, all licenses granted to Affiliate under this Agreement will end and Affiliate will immediately cease all use of all Links, Microsoft Online Content and Software. Sections 1 , 11 , 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20 , 21 and 22 will survive the termination of this Agreement along with any other terms and provisions of this Agreement that should reasonably survive as well.

22.1 Publicity.

Affiliate agrees that Microsoft Online may use its name and logo in press releases, presentations, marketing materials, customer lists, financial reports, and listings of Affiliates. Affiliate may use the Microsoft Online name and logo only as expressly authorized by Microsoft Online.

22.2 Information.

Each party will own, and have sole control of, all information collected by it from the end users of its Web Sites.

22.3 Independent Contractors.

The Parties are independent contractors with respect to each other hereunder, and nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, an agency relationship or a joint venture between the Parties.

22.4 Third Parties.

Microsoft Online may use the services of third parties to perform any or all of its obligations hereunder.

22.5 Governing Law; Attorney's Fees.

This Agreement will be governed by the laws of the State of Nevada, without reference to conflict of laws principles. Affiliate hereby irrevocably consents to the exclusive jurisdiction and venue of state or federal courts in King County, Washington, USA in all disputes arising out of or relating to this Agreement. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs and other expenses.

22.6 Assignment.

Affiliate may not assign this Agreement, or assign, transfer or sublicense any of its rights hereunder.

22.7 Interpreting the Agreement.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. Except as expressly stated herein, this Agreement constitutes the entire agreement between Affiliate and Microsoft Online with respect to the Program and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Affiliate and Microsoft Online with respect to the Program. The section titles in the Agreement are solely used for the convenience of the Parties and have no legal or contractual significance.

22.8 Acceptance Required.

Affiliate's participation in the Program is subject to Microsoft Online's acceptance of Affiliate's registration application and to Affiliate's continued compliance with the terms and conditions of this Agreement.

• Guns.
• Nudity and pornography.
• Content promoting illegal activity, including, but not limited to, illegal gambling or illegal contests, pyramid schemes or chain letters or the sale of illegal goods or services.
• Potentially defamatory, slanderous, libelous or hate content.
• Profanity.
• Unattached body parts.
• Violations of a third party's intellectual property rights (including trademark or copyright infringement), or rights of publicity or privacy.
• Misleading or fraudulent content.
• Violent, bigoted, hate-oriented content.