Only individuals 18 years of age or older may participate in this service. You must provide clickXchange with up-to-date, complete and accurate information. You must use your own website and identity in the sign-up process and may not assume a false or another person’s or entity’s identity or place advertiser paid links on a site without authorization. Any Affiliate found to be placing Advertiser paid links on an unauthorized site will be automatically shut down and all earnings shall be immediately forfeited. You must use an e-mail/password combination to access your account and it is your responsibility to keep this information confidential. You may change this information inside the member area if necessary. You are solely responsible for any and all use of your clickXchange account, including authorization granted by you to any other person or entity who may use your account. clickXchange reserves the right to terminate any member at any time without prior notice to you and/or pursue any legal action in the case of any fraud, system abuse or any type of activity deemed to be inappropriate, in violation of this User Agreement, or illegal by clickXchange. You agree to promptly notify clickXchange by email if you suspect that any clicks or Traffic (as defined below) is not legitimate, or if an Affiliate or Advertiser is violating any of the terms of this User Agreement. You agree not to display any content or materials on your website or through the clickXchange program that: infringes upon any party’s intellectual property or other proprietary rights, or is defamatory, libelous, obscene, pornographic, or otherwise unlawful.

Your agreement to the terms of this User Agreement are signified by clicking the box at the end of this User Agreement entitled "I have read and agree to the terms of this User Agreement." You may not use the clickXchange services unless you agree to the terms of this User Agreement.

clickXchange is not obligated to make any investigation if it receives a complaint from an Affiliate or Advertiser that you have violated this User Agreement or if there is any dispute between you and a third party arising out of the clickXchange program; however, clickXchange reserves the right to immediately terminate your rights under this User Agreement with or without any investigation or inquiry.

clickXchange reserves the right to terminate this User Agreement and your right to use or receive any services or benefits including residuals relating to the clickXchange program immediately if you breach any term herein, or for any reason or for no reason effective two (2) days after sending written or email notice to you at the last address that you provide to clickXchange.

SERVICE MODIFICATIONS/CHANGES
clickXchange may at any time elect to change and/or delete portions of this User Agreement and impose changes to the clickXchange service as needed. In the event the service should change or there are changes to this User Agreement, each member will be notified prior to the change by email and post changes in a conspicuous place on the clickXchange website. In the event changes do occur you agree to either accept the changes or cease using the clickXchange services.

ADVERTISER FINANCIAL TRANSACTIONS

Deposits by Advertisers: Advertisers may deposit money into their account by credit card or by check. If an Advertiser chooses to deposit money into their account by sending a check to clickxchange, the account will not reflect the deposited amount until the check has cleared and funds have been moved to your clickXchange account. No funds deposited into an Advertiser’s clickXchange account shall accrue interest.

Checks received from you that are not honored by your bank will be subject to a $50 service charge.

Withdrawals: Advertiser balances are refundable at any time, except that funds withdrawn early will have any remaining portion of the unpaid minimum clickXchange service fee withheld. Refunded affiliate traffic is good for 100% traffic credit and subject to a 50% withdrawal fee. All programs posted on the clickXchange network are required to stay active for a minimum of 1 year. Programs de-activated or cancelled prior to meeting the 1 year requirement will result in the monthly minimum service fees being withheld from the Advertiser’s account and paid to clickXchange. Initial escrow deposits are non-refundable. Withdrawal requests must be made by 12:00 a.m. midnight PST on the 15th of any given calendar month. Any requests made on or after the 15th of the month will be sent the following month.

Service Charges: clickXchange charges a service fee equal to 30% of the payout rate or amount offered to Affiliates by Advertisers. This is deducted from the Advertiser's clickXchange account at the time a click, sale or lead occurs. This charge only applies to legitimate (acceptable) clicks, sales and leads. Your account will be charged for all clicks, sales and leads received, and you are responsible for any amounts owed to clickXchange and Affiliates if your account does not contain sufficient amounts to pay for service fees owed to clickXchange.

Minimum Monthly Service Charge: Effective on December 1, 2001, Advertisers shall be required to meet a minimum monthly service fee of $42 for standard programs, $83 for premier programs, paid to clickXchange for each active program for each calendar month. Commencing with the month of December, 2001, in which the total amount of service charges owed by Advertisers to clickXchange from traffic (as defined below) under this User Agreement for the month in question does not at least equal to $42 for standard programs and/or $83 for premier programs. Such $42 and $83 minimum monthly service charges, if applicable, will be deducted at the end of each calendar month from the Advertiser’s account, and the first deduction, if applicable, will occur on December 31, 2001 with respect to the month of December 2001.

Interest Charges: clickXchange reserves the right to charge you interest on any amounts owed to clickXchange for service fees to the extent that your account contains insufficient funds as follows: 10% per annum or the highest rate allowed by law.

Minimum Transaction Service Charge: All members shall be subject to a minimum per transaction service charge payable to clickXchange as follows:

Click Program: $0.01 per valid click
CPM Program: $0.02 per 1000 impressions
Lead Program: $0.05 per valid lead
Verified Email Program: $0.05 per verified email
Sale Program: $0.25 per valid sale

* "Per impression" means "cpm" or per thousand impressions.

Disputes: Legitimate clicks will be determined by clickXchange if there is any dispute regarding the legitimacy of a click or any traffic.

Advertiser Responsibilities: It is the Advertiser’s responsibility to set pay-out rates or amounts and keep track of account balances. It is the Affiliate’s sole responsibility to track the Advertiser’s account balance and determine if such account is insufficient. clickXchange is not responsible for payment disputes between Affiliates and Advertisers nor for payments due to Affiliates from Advertisers. Affiliates solely assume the risk that an Advertiser may not pay amounts owed to an Affiliate. Advertisers solely assume the risk that the payments made to an Affiliate are based on illegitimate or improper traffic. Information regarding payout rates are displayed on the clickXchange web site and the Advertiser is solely responsible for the accuracy of such information. The maintenance of the Advertiser's programs and all terms and conflicts relating to the content of any advertisements and/or sales are the sole responsibility of the Advertiser. Unless clickXchange receives prior written notice by email from the Advertiser, all pending sales that are 30 days old will be automatically deemed to be valid and the Affiliate shall be credited for such sale.

End of Sale or Lead Tracking Codes ("Codes"): All Advertisers that accept Affiliates and/or receive traffic must insert the Code provided to them by clickXchange so that sales, leads and other information can be tracked. Failure to properly insert such Codes within 30 days after acceptance of a Affiliate will result in the deactivation of the Advertiser's sales or other program and a $50 fee to be paid by the Advertiser upon demand to clickXchange.

Advertiser’s Ability to Change Payout Terms and Make other Changes: clickXchange provides you with the ability to change your payout rates and amounts (payout rates can be increased, but may not be decreased), add and remove Affiliates and cancel entire programs at any time.

Account Cancellation policy: All programs posted on the clickXchange network are required to stay active for a minimum of 1 year. Advertiser account cancellations may only be made prior to account activation and within 7 days of the initial first time escrow deposit. All deposits refunded prior to account activation within 7 days or due to program cancellation within 1 year of program launch date are subject to a 50% transaction fee. All initial first time escrow deposits and access fees paid on accounts that have been activated and/or are greater than 7 days old are non-refundable and good for up to 1 year of service on the clickXchange network.

Program Cancellation: clickXchange shall not be responsible to notify your affiliates if you cancel a program. All programs posted on the clickXchange network are required to stay active for a minimum of 1 year.

Refunds: clickXchange may refund payments made to Affiliates by Advertisers for illegitimate traffic less service fees payable to clickXchange associated with such traffic, subject to the following: (a) the Advertiser’s payments in question were made within 48 hours for leads and 7 days for sales of the Advertiser’s request to clickXchange for a refund. (b) a request for a refund for illegitimate traffic from an Affiliate or Affiliates must be sent to clickXchange together with sufficient detailed information as to the traffic, source of traffic and payments made that are the subject of the refund request; and (c) clickXchange must determine, in its sole discretion, that the traffic in question was not legitimate and directly relates to the requested refund. In no event, shall a refund to an Advertiser exceed $10,000 in any calendar quarter. clickXchange shall attempt to reach a determination with regard to each refund request within 60 days after the refund request and required information is submitted to clickXchange. The terms of this paragraph are not intended to waive or limit the terms of this User Agreement entitled "Limitation of Liability" and "No Warranties."

Invoices: No invoices should be sent to clickXchange by any Advertiser, Affiliate, or other member. Any such invoices received shall be disregarded and shall have no effect.

Premier Accounts: clickXchange now offers a Premier Account for those Advertisers that elect to have clickXchange handle their accounts in accordance with the following terms:

1. Advertiser shall pay clickXchange a monthly service fee for each month equal to the greater of (a) Eighty-Three Dollars ($83) per calendar month or partial month; or (b) the amount of actual service charges earned by clickXchange from such Advertiser for such month. The minimum fee shall not be reduced or prorated for any partial month. Such minimum service fee shall be payable in advance on the first day of each calendar month that the Premier Account is in effect. ClickXchange's shall monitor the clicks, leads, sales activity and traffic for the account, provide monthly reports by email to the Premier Account holder, and accept or decline prospective Affiliates using clickXchange's sole judgment and discretion; provided, however, that clickXchange shall not be liable or responsible for any of its decisions or actions with respect to approving or declining prospective Affiliates and/or with respect to any other acts or omissions taken with respect to the Premier Account and/or sales transactions and/or traffic relating thereto and/or any disputes between the Premier Account holder and any Affiliate or any prospective Affiliate.
2. Except for the task to be performed by clickXchange as described in paragraph 2 above, the Premier Account holder shall have all duties and obligations as a member under this User Agreement, including, without limitation, the obligation to pay Affiliates and to pay clickXchange as provided for in this User Agreement or otherwise.

   Account Upgrades: Account upgrades approved by clickXchange are subject to the terms and conditions listed in this agreement including but not limited to the monthly minimums and length of contract. Account upgrade escrow deposits are non-refundable and are good for up to 12 months of service.

Definitions:

Advertiser - a party that has agreed to the terms and criteria of this User Agreement and offers to pay a Payout Rate, as described below, to Affiliates based upon Traffic. An Advertiser may associate with one or more Affiliates.

Affiliate (Publisher) - a party that has agreed to the terms and criteria of this User Agreement and allows its web site to include banners and/or other acceptable forms or links to allow for Traffic between the Affiliate and those Advertisers that select such Affiliate’s web site under the clickXchange program. An Affiliate may associate with one or more Advertisers.

Traffic - legitimate clicks that are made by a third party on an Affiliate’s web site so that the third party can be linked to the Advertiser’s site or allows the third party to initiate or consider a purchase of the Advertiser’s products or services.

Legitimate clicks and traffic - determined by clickXchange in its sole discretion. It is intended that legitimate clicks and/or traffic are clicks and/or traffic made on an Affiliate’s web site by a person who is not associated with or related to the applicable Advertiser or the Affiliate. Legitimate clicks and traffic excludes all clicks and traffic that is artificially generated.

Identification of Affiliates: In a continuing effort to improve the quality of service provided by clickXchange to Advertisers, clickXchange shall attempt to identify all Affiliates in accordance with the following:

Green Flag: Affiliates that: (a) have no valid complaints from Advertisers reported to clickXchange in the last 6 months; (b) have no personal pages; (c) have no free web hosting services; and (c) own their own domain names and host their own website.
Blue Flag: Affiliates that: (a) have 2 or more valid complaints reported to clickXchange in the last 6 months; and/or (b) have websites that cannot be readily identified by clickXchange and/or websites that do not include an English language translation.
Yellow Flag: Affiliates other than Blue Flag or Green Flag type Affiliates.

Notwithstanding the above identification, however, clickXchange is not responsible for invalid or fraudulent traffic, or for any inaccuracies or damages incurred by an Affiliate or Advertiser arising out of the above identifications, and the terms of this paragraph are not intended to waive or limit the sections of this User Agreement entitled "No Warranties" and "Limitation of Liability."

NO WARRANTIES

THE FOLLOWING DISCLAIMERS APPLY TO THE EXTENT PERMITTED UNDER APPLICABLE LAW: NOTWITHSTANDING ANY TERM IN THIS USER AGREEMENT TO THE CONTRARY: (A) CLICKXCHANGE DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE CLICKXCHANGE PROGRAM, YOUR USE OF SUCH SERVICE AND ANY PRODUCTS OR SERVICES SOLD ARISING OUT THE USE OF SUCH SERVICE; AND (B) CLICKXCHANGE DISCLAIMS ANY WARRANTY THAT (1) THE CLICKXCHANGE PROGRAM WILL NOT BE INTERRUPTED OR FREE OF ERRORS, (2) THAT DEFECTS WILL BE CORRECTED, (3) THAT THE PROGRAM IS VIRUS FREE, (4) THAT THE SECURITY METHODS USED BY CLICKXCHANGE WILL NOT BE COMPROMISED, AND (5) THAT THE TRAFFIC RECEIVED BY ADVERTISER WILL BE LEGITIMATE TRAFFIC.

LIMITATION OF LIABILITY

IN NO EVENT SHALL CLICKXCHANGE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR DIRECT OR INDIRECT DAMAGES, LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY ACTS OR OMISSIONS OF AN ADVERTISER OR AFFILIATE OR THEIR EMPLOYEES OR AGENTS, OR NEGLIGENCE, OR ARISING OUT OF OR IN CONNECTION WITH THE CLICKXCHANGE SERVICES, INFORMATION PROVIDED BY ADVERTISERS OR AFFILIATES, PRODUCTS OR SERVICES SOLD BY ADVERTISERS OR AFFILIATES, THIS USER AGREEMENT OR TRANSACTIONS BY OR AMONG ADVERTISERS AND AFFILIATES, OR THIRD PARTIES WHO TRANSACT BUSINESS WITH ANY ADVERTISER OR AFFILIATE. EXCEPT AS EXPRESSLY PROVIDED FOR OTHERWISE IN THE REFUND PARAGRAPH OF THIS USER AGREEMENT, CLICKXCHANGE’S LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY AND ALL CIRCUMSTANCE IS LIMITED TO THE OUTSTANDING AMOUNT OF BALANCES DEPOSITED OR BALANCES ACCRUED AS AN ACTIVE CLICKXCHANGE MEMBER MINUS TRANSACTION PAYOUTS (I.E. MONIES PAID TO AFFILIATES FOR TRAFFIC SENT TO AN ADVERTISER) AND CLICKXCHANGE SERVICE CHARGE(S). THIS LIMITATION OF LIABILITY IS APPLICABLE TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

clickXchange does not endorse or approve or make any inquiry about any products or services offered by an Advertiser or Affiliate. Further, clickXchange does not investigate or conduct any inquiry as to the legitimacy, financial ability, actual existence or any other matter concerning any Affiliate or Advertiser.

You agree to indemnify, defend, and hold harmless clickXchange and its affiliates, directors, officers, employees and agents from for and against any and all liability, claims, costs, expenses, injuries, and losses, including reasonable attorneys’ fees and costs, arising directly or indirectly out of any disputes between you and any other party relating to this Agreement or services provided by clickXchange.

MISCELLANEOUS

This User Agreement reflects the entire agreement between you and clickXchange and may only be amended by a written agreement signed by an authorized agent of clickXchange and you; however, clickXchange reserves the right to make changes to this User Agreement at any time and notify you by email or other similar means and upon sending notice such change or amendment shall be effective, subject to your election to immediately terminate the clickXchange program services by sending a written notice to clickXchange. This User Agreement shall be for the benefit of and be binding upon the parties to this User Agreement and their successors and assigns. If any term of this User Agreement shall be adjudged by a court to be invalid or unenforceable, then the remaining terms will continue in full force and effect. In the event of any dispute arising out of this User Agreement, the internal laws of the state of California shall govern. You agree to submit to the personal jurisdiction of the state and Federal courts located in California in the event of any legal proceeding arising out of this Agreement. You agree that the United Nations Convention on the International Sale of Goods shall not apply to any dispute arising out of or in connection with this User Agreement. No rights under this User Agreement may be assigned by you.