THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY SUBMITTING AN APPLICATION FOR ENROLLMENT IN THE AD REV PROGRAM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AD REV PROGRAM AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE AD REV PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.

1. Definitions.

a. advertiser. Also referred to as “merchant”, “e-tailer” or “e-retailer”, any website or authorized agent that represents any website, that sells a product or service, accepts payment and fulfills orders. An advertiser with Advertising Revenue Service facilitates the placement of ads and links to its products or services on other web properties and pays commissions for acquisitions, traffic, leads, downloads or sales that result therefrom.
b. affiliate program. This refers to a program in which a publisher is paid
a predetermined amount for sales that he/she generates for another company or for leads or something action oriented.
c. publisher. Also referred to as “webmaster”, “affiliate” or “content site”, an independent or third party or website (web property) that promotes products or services of an advertiser in exchange for a commission.
d. web property. Also referred to as “website” or “domain”, an internet location in which all content, subject matter and activities are controlled by the publisher.

2. Enrollment in this Program. To begin the enrollment process, you will submit a completed application through our website: http://www.advertisingrevenueservice.com. In order to enroll and participate in the Ad Rev Program, you must be over the age of eighteen (18) years, or over the age of majority if you reside and/or conduct business in states, provinces or countries where the age of majority is greater than eighteen (18) years. You may not participate in the Affiliate Program in any way if you are not of the age of majority in the state, province or country where you reside and/or conduct business. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if, in our sole discretion, we determine that your web property is unsuitable for the Ad Rev Program for any reason. Our reasons may include, but are not limited to, that we believe your web property incorporates images or content that are unlawful, defamatory, obscene, harassing or otherwise objectionable. We may also reject your application if we believe your web property facilitates illegal activity, promotes violence or promotes or assists others in promoting copyright infringement or if you provide incomplete and/or inaccurate information on your submitted application.

3. Responsibility for Your Site. While we will review your web property for suitability to participate in the Ad Rev Program, you will be solely responsible for the development, operation and maintenance of your web property and for all materials that appear on your web property. We shall have no responsibility for the development, operation and maintenance of your web property and for any materials that appear on your web property. You shall also be responsible for ensuring that materials posted on your web property do not violate or infringe upon any laws including, but not limited to, 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your web property are not libelous or otherwise illegal (including depictions of actual, implied or simulated bestiality, rape, incest, child pornography, or any other content deemed inappropriate or illegal). You must have express permission to use another party's copyrighted or otherwise proprietary material. We will not be responsible if you use another party's copyrighted or otherwise proprietary material in violation of the law.

a. Bulk E-Mailings: Acceptable and Non-Acceptable Use.

Publishers may promote ARS approved paysites and products through the transmission of bulk e-mail. Publishers may not promote ARS approved paysites and products through the transmission of unsolicited bulk e-mail (UBE). If you chose to transmit bulk e-mail, you must have an existing and provable relationship between the e-mail recipient and the sender. You, or the sender of the bulk e-mail, must have obtained the recipients e-mail address through a verifiable opt-in procedure. If we receive a complaint from a person who received a promotional e-mail from you, we will require that you demonstrate to us that the recipient did not receive UBE from you or someone transmitting the e-mail on your behalf. Failure to demonstrate this will result in your termination from the Ad Rev Program.

In addition to the long standing prohibition against the transmission of unsolicited bulk-e-mail, you may not mail to mailing lists which are non-exclusive (traded or purchased). If you choose to e-mail to an e-mail list, you must be the originator of that list or have purchased the exclusive right to use it. If you purchased or leased the list, you must produce a contract from the originator of the list giving you the exclusive right to mail to it. You must have clearly stated and functioning opt-in and opt-out mechanisms in your mailings. If we receive, what in our sole opinion, is an unreasonable number of complaints relating to one or more of your mailings, we reserve the right to terminate your account immediately or to request the database of e-mail addresses you are mailing to. The database must include IP addresses along with the dates and times the recipients opted in to receive e-mailings. Failure to strictly comply with one or more of these provisions will result in the immediate termination of your account and you will forfeit all unpaid monies earned and all accumulated reward points.

The following acts are also strictly prohibited and your participation in the Ad Rev Program will be terminated if you engage in them:

1. You may not transmit e-mail that makes use of or contains invalid or forged headers, invalid or non-existing domain names or other means of deceptive addressing;
2. You may not transmit e-mail that is relayed from any third party’s mail servers without the permission of that third party or which employs similar techniques to hide or obscure the source of the e-mail.
3. You may not harvest or collect screen names from any internet service provider (ISP) for the purpose of sending unsolicited e-mail.

Many ISPs, such as America On Line, Inc. (AOL), have policies and procedures relating to mass mailings to their members. We suggest you familiarize yourself with such policies and abide by them. AOL’s policy can be found at http://www.aol.com/info/bulkemail.html.

Should any law enforcement agency, internet service provider or other person or entity provide COMPANY with notice that you have engaged in transmission of unsolicited e-mails or have engaged in otherwise unlawful conduct or conduct in violation of an internet service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information.

b. Other Grounds for Termination.

In addition to the foregoing, we will immediately terminate your participation in the Ad Rev Program if we believe you have engaged in any of the following:

• Altering by electronic, mechanical or automated means or other technologies, that may now exist or come into existence, the ARS publisher affiliate code or ARS site URLs belonging to or identified with accounts other than your own, or causing the modification or substitution of ARS publisher affiliate code or ARS side URLs belonging to or identified with accounts other than your own that may reside within or originate from a third party system in the form of bookmarks, cached pages, cookies or other stored forms that may be passed to the ARS system and/or the system(s) operated by the owners of other sites linked to or affiliated with the ARS system by user operation of said third party system;
  
• Any form of spamming including, but not limited to unsolicited e-mail, IRC postings, newsgroups, and/or instant messaging clients;
  
• Publishing, transferring, reassigning, disclosing, distributing, or permitting any other person to use your ARS account;
  
• Providing inaccurate or incomplete information to COMPANY concerning your identity, bank account, address or other required information;
  
• Attempts to cheat, defraud or mislead us in any way;
  
• Misrepresenting to the public the terms and conditions of the ARS approved paysites and products or your web property;
  
• Promotion of ARS or ARS approved websites on password sites, MP3 sites or “warez” sites;
  
• Owning or operating a website in connection with a person who is under eighteen (18) years of age; and/or under the age of majority in states, provinces or countries where the age of majority is greater than eighteen (18) years;
  
• Inclusion of stolen or unauthorized content on your site(s); and
  
• Operating from a foreign country from which COMPANY will not accept accounts including, but not limited to:

Afghanistan, Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Costa Rica, Croatia, Cuba, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Iran, Iraq, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, Korea, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Malaysia, Moldova, North Korea, Oman, Pakistan, Qatar, Philippines, Romania, Russia, Saudi Arabia, Singapore, Slovakia, Slovenia, Sudan, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, Yemen, and Yugoslavia.

4. Term of the Agreement. The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address in our records, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

5. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address in our records, or notice posted at http://www.advertisingrevenueservice.com, is considered sufficient notice to you of a change to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Ad Rev Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Ad Rev Program, following our posting of modifications or a new agreement on our site, will constitute your binding acceptance of the change in terms and conditions.

6. Relationship of Parties. You and COMPANY are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your web property or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the COMPANY and COMPANY expressly disclaims responsibility for any conduct by you in violation of the terms of this Agreement.

7. Limitation of Liability. We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Ad Rev Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Ad Rev Program will not exceed the total commissions paid or payable to you under this Agreement.

8. Representations and Warranties. You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms. You further represent and warrant that the execution, delivery and performance by you of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons, and neither violate nor constitute a default under (i) the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.

9. Confidentiality. We may disclose to you certain information as a result of your participation in the Ad Rev Program which we consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to:

a. Any modifications to the terms and provisions of this Agreement made specifically for you or your web property and not generally available to other members of the Ad Rev Program;

b. Website, business, and financial information relating to COMPANY; and

c. Customer and vendor lists relating to COMPANY and any members of the Ad Rev Program other than you.

Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose, except to the extent that any such information is generally known or available to the public or if disclosure is required by law or legal process.

10. Indemnification. You hereby agree to indemnify, defend and hold harmless COMPANY, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "losses"), insofar as the losses (or actions in respect thereof) arise out of, or are based on,

a. Any claim or threatened claim that our use of your trademark(s) infringes on the rights of any third party;

b. The breach of any promise, covenant, representation or warranty made by you herein; or

c. Any claim related to your web property.

11. Disclaimers. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AD REV PROGRAM, ANY COMPANY SERVICES, OR ITEMS SOLD THROUGH THE AD REV PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

12. Single Application. We only allow one application per 24-hour period. If your application was rejected because you submitted erroneous information, please resubmit an application with correct information the following day.

13. Forms of Promotion. As the owner/operator of an affiliate web property of COMPANY ("Affiliate Property"), you may use any form of promotion you choose, consistent with the terms of this Agreement and subject to any restrictions imposed by specific advertisers whose products or services you promote. You may use any and all provided promotional materials, such as banner advertisements, button links and/or text links (collectively referred to herein as “Links” or “the Links”) to ARS approved advertisers, paysites and products, however, you CANNOT SPAM. (See Section 2a)

Allowable promotional links may contain COMPANY's trade names, service marks, and/or logos for display on your Affiliate Site(s). Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site(s) for the sole and exclusive purpose of promoting ARS approved products and websites. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.
You may not use incentives or offers of free or reduced priced goods or services to promote purchases of products, services or memberships available through the ARS Program.

14. Commissions. Commissions or payout rates will be established by advertisers for each of such advertiser’s products or services. Information relating to commissions or payment rates can be found in the Product Center at http://www.advertisingrevenueservice.com.
Advertisers may withhold from ARS a ten (10%) percent rolling reserve. If a reserve is withheld, ARS will withhold payment to publisher of such amount until ARS receives it from advertiser. Advertisers must return such withheld reserve amounts, along with any documented charge backs, returns or refunds incurred, to ARS no more than 60 days from the date the commission was earned. Upon receipt, ARS will promptly return such amounts to the publisher.

15. Commission Payment. Commissions due and owing to you under the Ad Rev Program will be paid to you directly by ARS each week. Pay periods run from Monday to Sunday. Payout is processed on the first business day of the week following the end of the previous pay period and payment is made promptly thereafter. You have the option of being paid by check, overnight check, wire or cable transfer (for a fee), Pay Pal, ePassporte and free direct deposit (U.S.A. only). WE PAY LIKE CLOCKWORK - - YOU CAN COUNT ON IT!! Your application for an account in the AdRev Program must include a verifiable street address. We reserve the right not to send commission checks to post office boxes.

16. Insufficient Activity. If, as a participating member, you fail to send traffic (i.e., uniques) to the AdRev Program for any consecutive sixty (60) day period, we reserve the right to terminate your membership in the AdRev Program. If your membership is terminated for this reason, you may apply for a new account.

17. Miscellaneous. Terminated accounts, except as expressly provided in Section 5 herein, cannot later apply to the Ad Rev Program without our express written consent. This Agreement will be governed by the laws of the United States and the State of Nevada, without reference to rules governing choice of laws. The sole and exclusive venue for any action arising under this Agreement will be the state and federal courts sitting in Las Vegas, Nevada, and you hereby submit to the jurisdiction and venue of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of, and shall be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY SUBMITTING AN APPLICATION FOR ENROLLMENT IN THE AD REV PROGRAM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AD REV PROGRAM AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE AD REV PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.