BACKGROUND

Essociate develops and operates a Service whereby approved Affiliates may display the advertisements of various Advertisers/Advertisers within the Essociate Affiliate Network for performance-based compensation. Applicant wishes to become an Affiliate for Essociate and utilize the Services as provided.

In consideration of the promises set forth below, Applicant agrees as follows:

DEFINITIONS

• "Affiliate" means a Web site, or Web site owner, that is compensated by Essociate and/or Advertisers for placing Advertiser Links on its site and initiating transactions.

• "Advertiser" means an organization that compensates Affiliates through the Essociate Service for placing the Advertiser's Web site Link on Affiliate Web sites, resulting in a completed transaction.

• "Affiliate ID number" means the unique 7-digit identification code issued to approved Affiliates. Affiliates must also choose a Username for login purposes. Either the Affiliate ID number or Username should be included in all correspondence with Essociate.

• "Effective Date" means the date on which Applicant is issued a unique Affiliate ID number.

• "Link" means a hyperlink placed on an Affiliate's site that, when clicked on, results in a Advertiser's Web page delivered to the visitor's browser. The Link may be in the form of text, a button, a banner, Javascript, HTML, Flash or any other acceptable Essociate or Advertiser format sufficient for tracking.

• "Visitor" means any person, Web surfer or user that clicks on a Advertiser's Link placed on an Affiliate's site.

• "Payout" means the amount or commision paid by Essociate to an Affiliate, based on completed visitor transactions with Advertiser Web sites.

• "Valid Click" is a click from an Affiliate's site to a Advertiser's site that results in the Advertiser's Web page being viewable to the visitor. A click is deemed valid when it meets certain criteria as defined by Essociate and/or Advertisers, and may change from time to time.

APPLICATION

To be considered for inclusion in the Essociate Service as an Affiliate, Applicant must be at least 18 (eighteen) years of age and must submit a completed application.

Applicant agrees that he/she has read all documentation for the Service and understands the Service's features and rules. As part of the application process, Applicant will select a password that Applicant may use as an Affiliate to access the Affiliate login page within the Service. Applicant/Affiliate shall provide Essociate with accurate, complete and updated registration information. As an Affiliate, account information may be updated via the Affiliate Login via the Essociate home page.

Applicant/Affiliate agrees that Essociate may rely on any data, notice, instruction or request furnished to Essociate by Applicant/Affiliate which is reasonably believed by Essociate to be genuine and to have been sent or presented by a person reasonably believed by Essociate to be authorized to act on Applicant/Affiliate's behalf. Applicant/Affiliate shall notify Essociate by e-mail at abuse@essociate.com of any known or suspected unauthorized uses of Applicant/Affiliate's account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Affiliate's password. Applicant/Affiliate shall be responsible for maintaining the confidentiality of Applicant/Affiliate's password and Applicant/Affiliate is responsible for all usage and activity on Applicant/Affiliate's account, including unauthorized, as well as authorized, use of the account by a third-party. Any fraudulent, abusive or otherwise illegal activity is grounds for immediate termination by Essociate and referral to appropriate law enforcement agencies.

THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE:

1. Adult-Themed sites;
2. Sites that also display graphic adult advertisements;
3. Warez/Torrent/P2P sites;
4. ROM sites;
5. Emulator sites; and
6. MP3 trading sites.

ACCEPTED USE OF THE ESSOCIATE SERVICE

Applicant/Affiliate represents to Essociate and its Advertisers that all content Applicant/Affiliate provides through its Web site is solely owned by Applicant/Affiliate or provided by Applicant/Affiliate with the express authority of the organization Applicant/Affiliate represents, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable.

Applicant/Affiliate shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, multi-level marketing based, abusive, fraudulent or violates any law. As Essociate may not review all information provided by Applicant/Affiliate, Applicant/Affiliate shall remain solely responsible for Applicant/Affiliate's content and Web site.

As an Affiliate, Applicant may not artificially inflate traffic counts to Advertiser offers using any device, program, robot or other means. Links may not be placed in newsgroups, unsolicited e-mail (SPAM), banner networks, counters, chat-rooms or guestbooks. In addition, any Link placed must be done so in such a way that it is not misleading to any visitor.

You, as Affiliate, will not engage in abusive emailing practices or "spamming." Sending of unsolicited commerial email (UCE) is not permitted and will result in immediate termination without payment. If we receive ANY complaints about such activities, the Affiliate's account will be subject to immediate termination and denial of payment. Full Email Marketing Terms and Conditions, located here, are hereby incorporated into this Agreement by reference.

ESSOCIATE RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AT ANY TIME, AND TERMINATE THE AFFILIATE ACCOUNT, AS NECESSARY. IF AN AFFILIATE IS TERMINATED FOR CAUSE FROM THE ESSOCIATE SERVICE, ESSOCIATE RESERVES THE RIGHT TO WITHHOLD ALL PAYOUTS DUE TO AFFILIATE.

NOTICES & SUPPORT

Please note that Advertisers may change or discontinue compensation levels at any time. Advertiser change or discontinuation of compensation shall be deemed effective immediately, and Essociate shall not be responsible for payment decrease or discontinuation due to any Advertiser change or discontinuation. Within twenty-four (24) hours of a change or discontinuation of Advertiser compensation, Essociate shall post to the Essociate Web site such notification. Affiliate is responsible for periodically checking the Essociate site to determine if a Advertiser has changed or discontinued the compensation for a Link for which Affiliate has placed on its site.

Essociate shall provide technical support for the Service as indicated on the Essociate Web site, but does not provide support related directly to Advertiser offers.

CHANGES TO THE SERVICE AND THIS AGREEMENT

Essociate reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Essociate Service at any time. In either such case Essociate shall notify Affiliates via e-mail and/or via the Essociate Web site of such changes, at which time Affiliates may either agree to such changes or withdraw from the Essociate Service. Changes, modifications, additions, removals, suspensions or discontinuation of Services shall be deemed effective immediately, and Essociate shall not be held responsible to Affiliate and/or Advertiser for any loss due to any change, suspension or discontinuation in service.

PAYMENT

Standard Essociate Payout (including, but not limited to, payout of commissions earned by referring new Essociate webmasters) shall be calculated on a twice monthly basis, running from 12:00 a.m. Pacific Time on the first day of the calendar month until 11:59 p.m. Pacific Time on the 15th day of the month (first pay period), and from 12:00 a.m. Pacific Time on the 16th day of the calendar month until 11:59 p.m. Pacific Time on the last day of the month (second pay period).

Standard Essociate Payout shall be dispatched to Affiliates according to the schedule below, and Payouts shall be made by check, delivered to Affiliate as indicated by Applicant/Affiliate on the Affiliate application, unless otherwise specified.

For the first pay period of a month (1st-15th), payments will be made/dispatched by the 7th of the next calendar month.

For the second pay period of a month (16th-End), payments will be made/dispatched by 22nd of the next calendar month.

Minor pay date adjustments may be made for weekends and holidays.

As detailed below, certain Advertisers/Merchants may also require that commission payments for completed transactions deviate from the Standard Essociate Payout schedule.

All costs related to alternate Payout delivery methods (FedEx, Wires, etc.) shall be deducted from Affiliate's Payout. A monthly Payout shall only be issued to Affiliate if Affiliate's Payout is greater than twenty dollars ($20.00 USD). Any Payout that is not issued due to a Payout of less than twenty dollars shall be accumulated and carried over to the next month until the accumulated Payout exceeds twenty dollars, unless Affiliate properly notifies Essociate of complete withdrawal from the Service. Payouts held by Essociate do not accrue interest. Minimum payout amounts above and below twenty dollars are available upon request.

Affiliates residing in the United States are required to enter a Federal Tax ID or Social Security Number on their application form. Essociate will file a 1099 for all U.S. domestic entities to whom Essociate issues combined yearly payments of $600.00 or more. Any falsification of Social Security or Tax ID numbers shall be cause for denial of payment and immediate Affiliate account termination. In all circumstances, Affiliate is solely responsible for paying all taxes arising from all Payouts by the Essociate Service. All commissions are paid in U.S. dollars.

Unless otherwise specified, all commission payments from all Advertisers are subject to adjustment for substituted offers, lowered Advertiser payouts, chargebacks, refunds and/or fraud.

ADDITIONAL TERMS AND CONDITIONS

• SnapNames Affiliate Program
Participation in the SnapNames Affiliate Program requires the acceptance of the SnapNames Supplemental Terms & Conditions, hereby incorporated by reference. As such, most commission payments for SnapNames completed transactions will be delayed by one Essociate Standard Payout period.

• NameJet Affiliate Program
New referrals 10%, paid for 90 days; Existing referrals 10%, paid for 24 hours. Commission payments for NameJet completed transactions will be delayed by 30 days (normally two Essociate Standard Payout periods).

• Nutraceutical Offers
Commission payments for Nutraceutical completed transactions will be delayed by 36 days (normally three Essociate Standard Payout periods).

• Payment Schedule Adjustments
A complete payment scedule for affiliates can be found at: https://secure.essociate.com/my/pay_schedule

USE OF ADVERTISER'S AND ESSOCIATE'S INTELLECTUAL PROPERTY

Approved Affiliates may use the copyrights, trademarks, service marks, and any other intellectual property (collectively, "Intellectual Property") solely for the purpose authorized by the Advertisers and Essociate. Affiliate may not alter the Intellectual Property in any manner. For example, Affiliate may not change the proportion, color, or font of any Intellectual Property. Affiliate may not display the Intellectual Property in any manner that implies Advertisership, endorsement by the Advertiser or Essociate outside of Affiliate involvement in the Essociate Service. Affiliate may not use the Intellectual Property to disparage Advertiser or Essociate, its products or services, or in a manner which, in Advertiser's or Essociate's reasonable judgment, may diminish or otherwise damage Advertiser's or Essociate's goodwill in the Intellectual Property. Affiliate must use the © (copyright symbol) adjacent to the Intellectual Property, where applicable. Specific rules regarding the Intelectual Property of individual Advertisers will be available on the Essociate Web site.

Affiliate acknowledges that all rights to the Intellectual Property of Advertiser and Essociate, and all goodwill generated through the Affiliate's use of the Intellectual Property will inure to the benefit of such Advertiser and Essociate.

Advertiser and Essociate reserve the right in their sole discretion to modify these guidelines at any time. Advertiser and/or Essociate reserve the right to take action against any use of Intellectual Property that does not conform to these guidelines.

LIMITED WARRANTY

THE ESSOCIATE SERVICE, ITS USE AND THE RESULTS OF SUCH USE ARE PROVIDED "AS IS."

TO THE FULLEST EXTENT PERMISSABLE PURSUANT TO APPLICABLE LAW, ESSOCIATE DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITITING THE FOREGOING, ESSOCIATE SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO ALL AFFILIATES.

LIMITATION OF LIABILITY

ESSOCIATE AND ITS ADVERTISERS AND AFFILIATES, SHALL NOT BE LIABLE TO ANY OTHER AFFILIATE OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE ESSOCIATE SERVICE OR ANY INFORMATION PROVIDED ON THE ESSOCIATE WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON AFFILIATE'S, ESSOCIATE'S, OR ADVERTISER'S INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF ESSOCIATE, ADVERTISER, OR AN ESSOCIATE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO ALL AFFILIATES. IN SUCH JURISDICTIONS, ESSOCIATE'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.

Applicant/Affiliate agrees that Essociate is the neutral provider of the Service and has no responsibility or liability in relation to the actions of Advertisers or other Essociate Affiliates. Affiliate agrees to indemnify, defend, and hold harmless Essociate and its officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any use of the Essociate Service or the subject matter hereof and any dispute relating thereto.

REPRESENTATIONS

Essociate makes no representations whatsoever about any other Web site which Affiliate or Visitor may access through the Service. In addition, a Link to a non-Essociate Web site does not mean that Essociate endorses or accepts any responsibility for the content or the use of such Web site.

TERM & TERMINATION

This Agreement shall remain in effect until terminated. This Agreement may be terminated by Essociate or Applicant/Affiliate with or without cause upon five (5) days prior e-mail or written notice, or immediately upon notice of any breach of the provisions of this Agreement. Upon termination, Applicant/Affiliate shall no longer be entitled to use the Essociate Service, and must remove all Links and Intellectual Property relating to the Essociate Service and/or Advertisers.

NON-ASSIGNABILITY

Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Applicant/Affiliate, and any such attempted assignment or transfer shall be void and without effect. Essociate may assign this Agreement to any successor or assign.

FORCE MAJEURE

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

JURISDICTIONAL ISSUES

Information which Essociate publishes on the Service may contain references or cross-references to Essociate's programs or services that are not announced or available in Applicant/Affiliate/Visitor's jurisdiction. Such references do not imply that Essociate intends to announce such programs or services in Applicant/Affiliate/Visitor's location. Except as described otherwise, all materials in the Essociate Service's site are made available only to provide information about Essociate. Essociate controls and operates its Web site and Service from its offices in the State of California, in the United States of America and makes no representations or warranties that these materials are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. If Applicant/Affiliate uses Essociate's site from other locations, Applicant/Affiliate is responsible for compliance with applicable local laws. This Agreement shall be governed by California law, except for conflict of law provisions. The exclusive forum for any actions brought in connection with this Agreement shall be in the State and Federal Courts in and for the State of California, and Applicant/Affiliate consents to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

MISCELLANEOUS

This Agreement represents the complete agreement concerning the Essociate Service. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

UPDATED: June 5^th, 2012