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 at clickXchange's sole discretion 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.

AFFILIATE WITHDRAWALS:

Withdrawals by Affiliates are subject to the following guidelines:

• Withdrawal requests received before the 15th of the month will be processed in the same month. Requests received on or after the 15th will be processed in the next month. Checks are mailed out within 14 business days after the 15th. Payments sent by check will be subject to a $2.00 service fee per check for amounts less then $50.00.
• Affiliates can choose to have checks sent without requests if the amount is greater then or equal to $50.00

DESCRIPTION OF SERVICES

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.

Services provided to Advertisers by Affiliates: If you are an Affiliate, you will provide Advertisers with Traffic at a set rate or amount on a per click or per lead or per sale basis as described on the clicXchange website (the "Payout Rate"). Your account will accumulate earnings based upon legitimate clicks and the Payout Rate provided the Advertiser has sufficient funds in its account. If the Advertiser's account drops below the amount necessary to pay for previously agreed pay-outs, then Traffic subsequently sent will not be paid or subject to any earnings. Accrual of earnings will resume only when the Advertiser makes a deposit to their clickXchange account. No earnings shall accrue interest. Further, no earnings shall be payable unless there is sufficient funds in the Advertiser’s account at the time of withdrawal and payout to the Affiliate. ClickXchange reserves the right to withhold monies from your account pending the resolution by clickXchange of any dispute arising out of your account and/or violation of this User Agreement.

Cancellation: clickXchange shall not be responsible to notify you if an Advertiser cancels a program. However, an e-mail notice may be sent in regards to this.

Inactive Affiliate Accounts: Any accounts of Affiliates with positive account balances that are inactive shall be subject to a $2 per month maintenance charge that is payable at the end of each inactive month commencing as of the first inactive month. An account shall be deemed inactive for purposes of the preceding sentence if an account has not been logged onto by a third party for a period of 180 consecutive days (the "Period"). If an account is deemed inactive, such $2 per month charge will apply retroactively commencing on the first month of the Period.

Affiliate Payment Zero Balance Advertisers: Affiliates will now continue to earn payouts based on the applicable Payout Rate up to 3 days (72 hours) after an Advertiser’s account drops to a zero balance (collectively, the "Three Day Earnings"). Such Three Day Earnings will be payable to the Affiliate only when the Advertiser makes a deposit to their account sufficient to cover such payout, the amounts owed to clickXchange and any other Three Day Earnings of other Affiliates. After 3 days (72 hours), clickXchange will no longer redirect traffic to the Advertiser’s website. After 30 days, clickXchange will replace zero balance banners with "Ad Expired" banners. Affiliates will then be instructed to remove the Advertiser’s banner code from the Affiliate’s website.

Residuals paid to you: clickXchange will pay you a residual for every Affiliate (a "Referral") that you refer to clickXchange. clickXchange will pay you a residual of 5% of the Referral’s earnings generated under the clickXchange program for as long as the Referral is a member of clickXchange. clickXchange will calculate the residuals on a monthly basis and credit your account in the amount of the residual within 15 days after the end of each calendar month based on the Referral’s prior month’s earnings. For purposes of calculating residuals, a Referral’s earnings will exclude earnings paid by you to the Referral.

Adult Content Sites: Affiliates and Advertisers with adult content sites must disclose to clickXchange such adult status upon addition of an advertising program or Affiliate site to the clickXchange network. This will allow adult related businesses to share traffic with other adult related businesses in a discrete manner.

Incentive Based Affiliates: Affiliate sites that provide incentive based traffic must disclose their incentive based status to clickXchange upon sign-up or addition of the Affiliate site to the clickXchange network. Incentive based traffic means traffic generated by contests or pay to surf programs that give points or prizes for clicking on advertisements.

Spamming: Spamming to increase a click, sale or lead count will not be permitted. We do not accept spamming as a method of creating traffic. Members who participate in spamming will be immediately dropped from clickXchange.

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.