The following terms and conditions (this "Agreement") is a legal agreement between Express 
Revenue Network LLC ("Express Revenue Network"), and YOU the (PUBLISHER). PUBLISHER 
and Express Revenue Network may also be individually referred to herein as a "Party" and 
collectively as "Parties." If there is any conflict between these Terms and Conditions and the 
Insertion Order(s), the Insertion Order(s) shall control. This Agreement constitutes the entire 
and only agreement between Express Revenue Network LLC and PUBLISHER and supersedes 
all prior or contemporaneous agreements, representations, warranties and conditions with 
respect to the Network. 

1)   INSERTION   ORDER:  or   “IO”   means   those   certain   separate   or   attached   written
document(s) titled, substantially, Insertion Order, entered into and executed by both parties
hereto and which incorporates this MSA by reference. IOs shall set forth the specific Services
to be provided by PUBLISHER and may set forth additional terms such as the deliverables,
scope, duration, responsibilities, fees, payment terms, and other  details applicable to such

2) SERVICES: PUBLISHER may enter into various advertising campaigns through one or more
online  platforms (collectively, the “Platform”) which facilitates the exchange of “Payable
Actions” between  potential advertisers and publishers. A “Payable Action” is defined as a
specific request made by a  consumer for a specific product or service. Each Party may
represent one or more advertisers and/or publishers hereunder, according to insertion orders.
Express Revenue Network hereby grants to PUBLISHER  during the Contract Period a non-
exclusive, royalty-free, worldwide right and license by all means and in any media, whether
now known or hereafter discovered, to use, reproduce, distribute, publicly perform, publicly
display and digitally perform such Advertisement and all its constituent parts. 

3) QUALIFIED ACTIONS: Qualified Actions are referred to as Leads, Calls, Sales, SMS Text
Messages,  or  any   other   form  of  actionable optin  prospects  who   meet  Express  Revenue
Network’s   screening   criteria   as  described   in   the   Insertion   Order   and   who   provide   their
complete valid contact data. PUBLISHER will be paid  on a delivered Qualified Action basis
defined as when a user agrees through a pre approved opt-in method to be contacted. In the
case of any dispute between the parties as to the number of Qualified Actions,  Express
Revenue Network’s numbers will control. 

4) LEAD VALIDATION PROCEDURE: Express Revenue Network will verify each Qualified
Action delivered  by the PUBLISHER. Upon receipt, all Qualified Actions will be checked for
data validity (i.e. containing valid data inputs for the fields specified in the Insertion Order)
and uniqueness of data (i.e. that the Qualified Actions are not present in Express Revenue
Network’s database for the designated Advertisement in the past 60 days). Express Revenue
Network reserves the right to send an auto-responder to all respondents re-confirming their
request for information. Any objections from respondents (about the email, or the offer) will
be raised to the PUBLISHER.

5)   CREATIVE   CHANGES:  Editing   of   Express   Revenue   Network’s   Creative   is   strictly
prohibited, without prior written approval from Express Revenue Network. Creative includes,
but is not limited to, text ads, graphic ads, from and subject line, any copy associated with the
campaign including survey questions and  answers. Any changes to Creative, without prior
written permission will result in the loss of payment of Leads per offer/campaign basis. 

6) ADVERTISER TRADEMARKS:  The trademarks of Advertisers are to be used only as
presented and contained in Creative Materials. PUBLISHER shall not use and shall require it’s
third party partners know as  SUB-PUBLISHERS/AFFILIATES to agree not to use Advertisers
trademarks   for   any   other   purpose,   including  but   not   limited   to   bidding   on   Advertiser
trademarks in search engines, using Advertiser trademarks in the  display URL in search
marketing, and including Advertiser trademarks in Advertising Locations URLs. 

7) ADVERTISING GUIDELINES: PUBLISHER may, in its complete discretion, reject, cancel or
remove at any time any Advertisement from the service for any reason without prior notice to
Express Revenue Network.  PUBLISHER must notify Express Revenue Network following the
rejection, cancellation or removal of any Advertisement from the service within 24 hours. 

8) TERM & TARGET LAUNCH: Term will be as noted in the (Insertion Order). Agreement
may continue thereafter by mutual consent but may be terminated by either party for any
reason whatsoever. If Budget caps are provided to PUBLISHER and PUBLISHER does not fulfill
set allocation Express Revenue has full rights to reassign any used allocation. All legitimate
revenue due to PUBLISHER will be paid during the next billing cycle. If PUBLISHER defrauds
the Express Revenue Network, then payment is revoked as determined  solely by Express
Revenue Network. 

9) PAYMENT: PUBLISHER will invoice Express Revenue Network on a monthly basis or per
agreed upon payment terms set forth in Insertion Order at the payout rates reflected in the
Insertion Order. The invoice  will reflect delivery of final qualified action numbers that are
based upon numbers reported by Express  Revenue Network to PUBLISHER pursuant to the
terms of this Agreement. All PUBLISHERS are required to  submit a valid signed W9 or W8.
These documents can be found on the INTERNAL REVENUE SERVICE (IRS)  website. Every
PUBLISHER Account must have a unique, valid taxpayer identification number (TIN) or valid
Social Security number on file with the Express Revenue Network. All payments are based on
actual figures  as defined, accounted and audited by the Express Revenue Network. In the
event Express Revenue Network does not receive payment from it’s ADVERTISER(S) for any
reason including, but not limited to, traffic provided by PUBLISHER or PUBLISHERS third party
partners or if Advertiser charges back or requests  refund of payments, or alleges that any
Event was fraudulent or was a result of a violation of an applicable law, rule or regulation,.
Express Revenue Network does not guarantee payments on behalf of the Advertiser. Express
Revenue Network will not pay for any Events that occur before a Program is initiated, after a
Program terminates or for actions for a Program that the PUBLISHER was not invited to or is
not assigned to promote. Express Revenue Network will not be responsible to compensate You
for actions that are not recorded due to your error. Express Revenue Network shall have no
obligation to make payment to PUBLISHER. 

10) PAYMENT TERMS:  Express Revenue Network shall make all payments to PUBLISHER
within 30 days Net (30) as per standard Network terms of the Invoice Date unless otherwise
specified and agreed and signed Insertion Order states. All payments made to PUBLISHER do
not include, and PUBLISHER shall pay, any  sales, use or similar tax associated with such
payment. All Payment service charges such as bank transfer fees are the responsibility of the
PUBLISHER. All past due amounts shall accrue interest at the rate of one and one-half percent
(1.5%) per month or the maximum rate allowed by law, whichever is greater. Parties shall
keep, maintain and preserve, for the term of this Agreement and for one (1) year thereafter,
accurate records relating to amounts due hereunder (the “Relevant Records”). Either party
shall have a right at least once per calendar year to audit the Relevant Records of the other
party for the purpose of verifying fulfillment of party’s payment obligations pursuant to this
Agreement. Each audit will be conducted at a  place agreed to by the parties, during the
normal business hours, with at least ten (10) business days prior written notice to the party to
be audited. Auditing party shall pay the fees and expenses of the audit, unless  the audit
reveals a payment discrepancy of more than ten percent (10%) of all payments due in any
consecutive six (6) month period, in which case audited party shall pay the reasonable fees
and expenses of the audit, and shall immediately pay to auditing party all amounts found to
be due. 

11) SUB AFFILIATES: PUBLISHER represents and warrants that it shall not use sub-affiliates,
third party affiliates, or its own network, each a “Sub-Affiliate” for purposes of this Agreement,
without   Express  Revenue   Network’s   prior   written   consent.   PUBLISHER   shall   not   broker
Programs to any Sub-Affiliate, or to any directly enrolled affiliates, without Express Revenue
Network’s prior written permission. If PUBLISHER  contracts with or otherwise engages or
arranges for Sub-Affiliates to distribute Programs, PUBLISHER (a)  must require each Sub-
Affiliate to agree in writing to terms and conditions substantially similar to the terms  and
conditions  of this Agreement  and  the  PUBLISHER Responsibilities,  and  (b)  remain solely
responsible and liable to the Express Revenue and/or Advertiser(s), as applicable, for all of the
actions (or failure to act) of any such Sub-Affiliates or any other parties working with, for, or
under   such   Sub-Affiliates.   PUBLISHER  must   keep   records   of   all   Sub-Affiliates   and
campaign/offer programs distributed by Sub-Affiliates during  the term that this Agreement
remains effective and for a period of one (1) year thereafter and provide such  records to
Express  Revenue Network  upon request. PUBLISHER  must  immediately  comply  with any
demand   made   by   the   Express   Revenue   Network   to   terminate   any   Sub-Affiliate   from
distributing   Programs;  failure   to   comply   immediately   with   this   demand   may   result   in
PUBLISHERS   termination   from   the   Network,  loss   of   revenue,   and/or   any   other   remedy
available to the Express Revenue at its discretion. PUBLISHER shall contractually bind, to all
terms of this Agreement, all of its Sub-Affiliates who perform services under this Agreement.
PUBLISHER  shall   require  and  confirm   that  all   Sub-Affiliates   affirmatively   accept,   through
verifiable means, this Agreement prior to obtaining access to the Programs. If a Sub-Affiliate
fails to adhere to the requirements set forth herein, in addition to other remedies available to
Express Revenue Network, PUBLISHER may be terminated at Advertiser’s sole discretion, and
PUBLISHER shall indemnify  Express Revenue Network for any resulting third party claims
against it. 

12) COMPLIANCE: Express Revenue Network will actively monitor PUBLISHER activity using
a combination  of its proprietary software and third party monitoring services. If Express
Revenue detects fraudulent activity, It is the obligation of the PUBLISHER to prove to Express
Revenue Network that they are not  committing fraud. Express Revenue Network will hold
PUBLISHER payment in “Pending Status” until PUBLISHER has satisfactorily provided evidence
that PUBLISHER is not defrauding the system. Express Revenue Network flags accounts that:
Have   click-through   rates   that   are   much  higher   than   industry  averages   and   where  solid
justification is not evident; Have only click programs generating clicks with no indication by
site traffic that it can sustain the clicks reported; Have shown fraudulent leads as determined
by our clients or Use fake redirects, automated software, and/or fraud to generate clicks,
sales, calls and/or leads. If PUBLISHER is unable to prove to Express Revenue Network that
PUBLISHER  is   not   committing  fraud,   PUBLISHER   will   forfeit  its   entire   commission  for   all
programs and PUBLISHER’s account will be  terminated. Express Revenue Network reserves
sole judgment in determining fraud.

13) PUBLISHER OBLIGATIONS: PUBLISHER shall: NOT PROVIDE Incentivized traffic. (unless
specified per Insertion Order).This includes but is not limited to any spoofing, redirecting or
trafficking from adult related websites in an effort to gain traffic or websites that are point,
lottery, coupon or rewards based and  encourage users to click on Advertisements or use
Advertisements to generate revenue for users to win points, get rewards, or other any other
incentive. NOT PROVIDE actions generated from content, email or  websites that are not
subject matter related to the category of the Advertisement represented. Such websites must
be content-based (not a list of links or advertisements), be written in English, receive a
minimum of unique page views per month, have a top-level name and must not infringe on
any personal,  intellectual property or copyrights. This can be waived only by SPECIFICALLY
providing the name of the proposed website to Express Revenue Network. Must Be able to
provide the name of the Website where the action was generated. This information is only
delivered to Express Revenue Network upon request, but  MUST be made available in case
there is a dispute or problem with the lead. NOT PROVIDE inappropriate  content, which
includes, but is not limited to, content that (i) promotes the use of alcohol, tobacco or illegal
substances, nudity, sex, pornography adult-oriented content such as phone sex or escort
services,  expletives or inappropriate language, (ii) promotes violence or the use of illegal
substances or activities  such as how to build a bomb, counterfeiting money and software
pirating (iii) promotes illegal or unethical activity, racism, hate, "spam", mail fraud, gambling,
sweepstakes, pyramid schemes, or illegal advice (iv) is  otherwise prohibited by Federal or
state law; and/or (v) will bring Express Revenue Network and/or its  associated Advertisers
negative publicity. At no time, engage in, disseminate, promote or otherwise distribute any
Advertisement through the use of contextual media, specifically downloadable software (also
called adware, pop-up/pop-under technologies, plug-ins, robocalls, bots and other names as

14) EMAIL CAMPAIGNS: PUBLISHER further represents and warrants that with respect to
email campaigns transmitted by PUBLISHER for Express Revenue Network, PUBLISHER shall at
all times only use the Express Revenue Network email creative provided by Express Revenue
Network, PUBLISHER may submit customized email creatives to Express Revenue for review
and MUST wait for the approval and consent form Express Revenue Network before any email
drops   commence.   If   PUBLISHER   breaches   this   term  Express   Revenue   Network   has   the
authority and right to terminate this agreement and any Insertion Order with PUBLISHER and
revoke all payments. PUBLISHER must maintain strict compliance with the  Controlling the
Assault   on   Non-solicited   Pornography   and   Marketing   Act   of   2003   (CAN-SPAM)   and   any
amendments and modifications thereto. 

15) SMS MARKETING, AUTODIALERS, ROBOCALLS: Express Revenue Network does not
permit or authorize any PUBLISHER, Sub-Affiliate, or other third party to send text messages
or   use   any   auto-dialer  (as   defined   in   the   TCPA   (defined   below)   as   part   of   PUBLISHER
performance under this Agreement. Express Revenue Network will not make payment to any
PUBLISHER   that   sends   text   messages   to   generate  Compensable   Transactions.   Express
Revenue Network reserves the right to monitor all PUBLISHERS and Sub-Affiliate activities to
ensure   compliance   with  our   SMS   marketing   policies,  as   described   herein   and  otherwise
communicated to PUBLISHER(s) and Sub-Affiliate(s). Express Revenue Network reserves the
right   to   terminate   immediately   and   without   notice   any   agreement,   arrangement,   or
relationship with any party that violates our SMS marketing policies. All PUBLISHERS and Sub-
Affiliates are responsible for  complying with all federal, state, and local locals, rules, and
regulations   governing   all   of   their   marketing  activities,   including   but   not   limited   to   the
Telephone Consumer Protection Act (“TCPA'') and Federal Communications Commission rules
implementing the TCPA. PUBLISHER hereby understands and agrees that the TCPA makes it
unlawful to use any automatic telephone dialing system to make any call or send any text
message to any telephone number assigned to a cellular telephone service, unless the call is
made for emergency purposes or with the prior express consent of the called party. See 47
USC § 227(b)(1)(a);  47 C.F.R. § 1200(a). PUBLISHER is solely responsible for ensuring that
each Sub-Affiliate complies with this Section 9. PUBLISHER agrees to indemnify, defend, and
hold Express Revenue Network harmless against all liability, loss, damages, claims or causes
of action, including reasonable legal fees and expenses, arising  out of or related to your
breach of this Section 9 or arising out of or related to any breach of this Section 9 made by
any Sub-Affiliate working with or under you. PUBLISHER represents and warrants that: (i) this
Agreement has been duly and validly executed and delivered by PUBLISHER and constitutes
PUBLISHERS legal, valid and binding obligation fully enforceable against it under its terms; (ii)
PUBLISHERS performance will comply with this Agreement and all laws, rules and regulations
including, without limitation, the Gramm-Leach Bliley Act, 15 U.S.C. §§6801-6809, Regulation
P, 12 C.F.R. pt. 1016, Regulation Z, 12 C.F.R.  1026, the Electronic Transfer Act, 15 U.S.C
§1693, Regulation E, 12 C.F.R. pt. 205, the Telemarketing and  Consumer Fraud and Abuse
Prevention Act, 15 U.S.C. §§6101-6108, the Telemarketing Sales Rule, 16 C.F.R. pt. 310, the
Fair Credit Reporting Act (U.S.C. §1681m(a)), Regulation V, 12 C.F.R. pt. 1022 the Federal
Trade Commission Act, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act
(42 U.S.C. 227), provisions relating to the National Do Not Call Registry ((16. C.F.R. Part 310)
and applicable state Do Not Call List requirements), the Truth-in-Lending Act (15 U.S.C. 1601
et seq.), the Equal Credit Opportunity Act (15 U.S.C. 1691 et seq.), the Fair Debt Collection
Practices Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act including but
not limited to Section 1031 and 1036, 12 U.S.C §§5531, 5536, Section 5 of the FTC Act, the
Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Secure and
Fair Enforcement for Mortgage Licensing (SAFE) Act, the Fair Debt Collection Practices Act, the
Federal Communications Act, the California Financial Privacy Act and any other relevant local,

federal or international laws (collectively, “Laws”); (iii) PUBLISHERS performance will not
violate   or   infringe  any   intellectual   property   or   proprietary   right   of   any   third   party;   
(iv) PUBLISHER understands and agrees that Express Revenue Network will contract with other
Network  affiliates  in direct competition with PUBLISHER;  (v)  PUBLISHER will  maintain all
documents and records to demonstrate compliance with Laws, and it will provide evidence of
such upon reasonable request; (vi) PUBLISHER will not engage in any SMS, email, phone and
similar   telecommunication  marketing   campaigns   under   this  Agreement  without  the  prior
express   written   consent   of   Epress   Revenue   Network;   (vii)   if   applicable   to   PUBLISHERS
participation in the Network, PUBLISHER also undertakes, warrants and represents that it will
comply with all international legislation, including, without limitation, all provincial and federal
consumer protection and financial regulation legislation, CASL, the National Do Not Call List
Rules (“DNCL”), the Personal Information Protection and Electronic Documents Act (“PIPEDA”)
and   provincial   privacy   legislation;   (viii)   PUBLISHER  has   obtained   all   necessary   permits,
licenses, or other authorizations required by any law, regulations, or government or regulatory
authority for your business as conducted or as conducted during the term of this Agreement;
(ix) unless otherwise disclosed to Express Revenue Network, PUBLISHER is not the subject of
any investigation or prosecution by the Federal Trade Commission or any other federal or
state governmental or regulatory body or agency for your products or services and, to the
best of your  knowledge, no such investigation or prosecution is threatened; (x) PUBLISHER
has   disclosed   the   existence  of   any   past   federal   or   state   decrees,   orders,   or   consent
agreements, and any pending formal or informal  government or private investigations or
lawsuits involving you and/or the officers, directors, or principals of your company to Express
Revenue Network prior to completing your online application via the PUBLISHER Admin Site;
(xi) PUBLISHER will promptly notify Express Revenue Network if it becomes the subject of any
investigation or prosecution by the Federal Trade Commission, Consumer Financial Protection
Bureau or  any other federal or state governmental or regulatory body or agency; and (xii)
PUBLISHER has security policies in place to ensure the security, integrity, and confidentiality
of non-public customer information, protecting it against anticipated threats, and guarding it
against   unauthorized   access   or   use,   including  administrative,   technical,   and   physical
safeguards   used   in   the   collection,   distribution,   processing,  protection,   storage,   use,
transmission, handling, or disposal of non-public customer information. 

and performance of this Agreement by Express Revenue Network has been duly approved by
its board of directors or  managing partners/members, and no further corporate action is
necessary   on   the   part   of   Express   Revenue  Network   to   consummate   the   transactions
contemplated by this Agreement. 
17)   PUBLISHER   REPRESENTATIONS   AND   WARRANTIES:  Publisher   represents   and
warrants   that:   (1)   the  recipients   of   all   email   addresses   and   phone   numbers   used   by
PUBLISHER in connection with this Agreement have manifested affirmative consent to receive
commercial emails, calls, or SMS text  messages from PUBLISHER and none of the email
addresses were obtained through email harvesting or dictionary attacks; (2) PUBLISHER will
not   fraudulently   add   actions   or   clicks   or   inflate   actions   or   clicks   by  fraudulent   traffic
generation (as determined solely by Express Revenue Network, such as pre-population of
forms or mechanisms not approved by Express Revenue Network); (3) PUBLISHER will not
attempt in any  way to alter, modify, eliminate, conceal, or otherwise render inoperable or
ineffective the Site tags, source  codes, links, pixels, modules or other data provided by or
obtained from Express Revenue Network that allows Express Revenue Network to measure ad
performance and provide its services and (4) all of PUBLISHER’s efforts associated with this
Agreement comply with the laws of the United States, and any other laws of any other jurisdictions 
which are applicable to PUBLISHER. PUBLISHER will not 
engage in or promote any illegal activities of any kind in association with this Agreement. 

18) CONFIDENTIALITY:  The terms of this Agreement are confidential and shall not be
disclosed to any third party except where required by law. All information submitted by end-
user customers pursuant to this Agreement is proprietary to and owned by Express Revenue
Network. Such customer information is  confidential and may not be disclosed by Express
Revenue Network or PUBLISHER. In addition, PUBLISHER  acknowledges that all non-public
information, data and reports received from Express Revenue Network hereunder or as part of
the   services   hereunder   is   proprietary   to   and   owned   by   Express   Revenue   Network.
(“Confidential Information”). PUBLISHER agrees not to disclose the terms of this Agreement,
including the  CPA value, to any third party without the express written consent of Express
Revenue   Network,   and   that  such   constitutes   Confidential   Information.   All   Confidential
Information   is   or   may   be   protected   by   copyright,  trademark,   trade   secret   and   other
intellectual property law, as appropriate. PUBLISHER agrees not to  reproduce, disseminate,
sell, distribute or commercially exploit any proprietary or Confidential Information  in any
manner. These non-disclosure obligations shall survive the termination of this Agreement for a
period of five (5) years. This section does not bind Express Revenue Network or PUBLISHER in
the event  such information is required to be disclosed by operation of law. If a request is
made   of   PUBLISHER   to  disclose   such   information,   PUBLISHER   must   immediately   inform
Express Revenue Network via written notice sufficiently promptly to allow Express Revenue
Network to seek a Protective Order prior to the time commanded to produce or disclose such
Confidential   Information,   and   PUBLISHER   agrees   to   cooperate   in  whatever   way   Express
Revenue   Network   requests   to   attempt   to   protect   that   information   from   disclosure   by
operation of law. Subject to prior approval by PUBLISHER, Express Revenue Network may
publicly  announce its contractual relationship with PUBLISHER, which includes being on a
listing of Express Revenue Network publishers in general corporate materials and in industry
standard press releases. 

19)   NON-DISCLOSURE:  As   applicable,   all   information   about   consumers   (“Customer
Information”)  submitted   to   the   PUBLISHER   by   reason   of   PUBLISHERS   participation   in
distributing a Program through the Express Revenue Network is proprietary to and owned by
the   Express   Revenue   Network   and/or   its  Advertiser(s).   Such   Customer   Information   is
confidential and may not be disclosed by you or used for any purpose by you except as may
be permitted by this Agreement or the Program Terms for any particular Program. Each Party
agrees to use the other Party's Confidential Information (as defined below) solely for  the
purposes contemplated by this Agreement, and to refrain from disclosing the other Party’s
Confidential  Information or the Company’s Advertisers’ Confidential Information (including
Customer Information) to any third-party, unless (a) any disclosure is necessary and permitted
in connection with the receiving party's performance of its obligations or exercise of its rights
under this Agreement; (b) any disclosure is  required by applicable law; provided, that the
receiving party uses reasonable efforts to give the disclosing party reasonable advance notice
thereof so as to afford the disclosing party an opportunity to intervene and seek an order or
other   appropriate   relief   for   the   protection   of   its   Confidential   Information   from   any
unauthorized   use   or   disclosure;   or   (c)   any   disclosure   is   made   with   the   consent   of   the
disclosing party. As used in this Agreement, “Confidential Information” means any and all oral
or written information that is  identified as confidential and is provided by one Party to the
other, or information which, under the circumstances surrounding the disclosure, reasonably
ought to be treated as confidential. 

20) NON-CIRCUMVENTION: During the term that this Agreement remains effective and for a
period of six (6) months after termination of this Agreement for any reason, PUBLISHER agrees
and acknowledges that, it will not directly engage, contract with, work with, license with, enter
into and/or execute any performance-based online advertising and/or marketing relationship
with any ADVERTISERS within the Express Revenue Network. In the event an PUBLISHER
contacts ADVERTISER directly and ADVERTISER determines then or at any later time that such
PUBLISHER is an PUBLISHER within the Express Revenue Network, then ADVERTISER shall
notify such PUBLISHER immediately that the PUBLISHER must work with ADVERTISER through
the   Express   Revenue   Network   and   immediately   halt   any   marketing   campaigns   being
conducted directly through such PUBLISHER. ADVERTISER understands and agrees that if
ADVERTISER violates its obligations to Express Revenue Network that Express Revenue will
suffer irreparable injury and shall be entitled to: (a) liquidated damages in the amount of fifty
percent (50%) of the gross revenues resulting from sales conducted by ADVERTISER through
the advertising and/or marketing efforts of such other online interactive marketing service
providers or PUBLISHERS as described herein, (b) injunctive relief, and (c) any other remedies
available to Express Revenue at law or in equity. 



23)   MUTUAL   INDEMNIFICATION:  Each   party   agrees   to   indemnify,   defend   and   hold
harmless the other party and its employees, agents, officers and directors, against any and all
claims, causes of actions, judgments, demands, damages, losses or liabilities, including costs
and expenses (including reasonable attorneys fees and costs of suit), arising out of or relating
to (a) any claim based upon infringement of copyright, trademark, patent, or trade secret or
other intellectual property right of any third party; (b) any claim, representation, or statement
made in the Advertisement; (c) any breach of any representation or warranty contained in this

24) DISPUTE RESOLUTION: If any dispute arises under this Agreement, the Parties agree to
first try to  resolve the dispute with the help of a mutually agreed upon mediator in the
following location: State of  Florida, Sarasota County, USA. Any costs and fees other than
attorneys’ fees associated with the mediation  shall be shared equally by the parties. If it
proves impossible to arrive at a mutually satisfactory solution through mediation, the Parties
agree to submit the dispute to binding arbitration in the following location: State of Florida,
Sarasota County , USA. The Parties agree that the binding arbitration will be conducted under
the rules of the American Arbitration Association. Judgment upon the award rendered by the
arbitrator may be entered in any court with proper jurisdiction. If any litigation or arbitration is
absolutely necessary to enforce this Agreement or the terms thereof, the prevailing Party shall
be entitled to  reimbursement by the other Party for reasonable attorneys’ fees, costs and
expenses. This Agreement will be governed by the laws of the State of Florida. 

25) NO ASSIGNMENT: Neither Party shall have the right to assign or otherwise transfer its
rights and obligations under this Agreement except with the prior written consent of the other
Party;   provided,  however,   that   a   successor   in   interest   by   merger,   by   operation   of   law,
assignment, purchase or otherwise of  all or substantially all the business of a Party may
acquire its rights and obligations hereunder. Any prohibited assignment shall be null and void. 

26) INDEPENDENT CONTRACTOR: Each party is an independent contractor. Except as set
forth in this Agreement, neither party is authorized or empowered to obligate the other or
incur any costs on behalf of the other without the party’s prior written consent. 

27) SEVERABILITY: If any term, provision, covenant, or condition of this Agreement is held
by a court of  competent jurisdiction to be invalid or unenforceable, the remainder of the
Agreement shall remain in full force and effect and shall in no way be affected or invalidated. 

28) AGREEMENT IN COUNTERPARTS: This agreement may be signed by Express Revenue
Network and PUBLISHER in counterparts, and facsimile signatures shall have the same force
and effect as an original signature. 

29) FORCE MAJEURE: Neither Party will be liable for, or will be considered to be in breach of
this Agreement on account of, any delay or failure to perform as required by this Agreement
as a result of any causes or condition s that are beyond such Party’s reasonable control and
that such Party is unable to  overcome through the exercise of commercially reasonable
diligence. If any force majeure event occurs (which shall include, without limitation, acts of
God, fire, explosion, vandalism, storm or other natural  occurrences, any conflicting order,
direction, action or request of the United States government (including,  without limitation,
state and local governments) or of any regulatory department, agency, commission,  court,
bureau, corporation or other instrumentality, or of any civil or military authority, national
emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages or other such labor
difficulties), the affected Party will give prompt written notice to the other Party and will use
commercially reasonable efforts to minimize the impact of such event. Notwithstanding the
foregoing, the Parties’ obligations to one another shall be excused and/or postponed during
and only for the duration of the applicable force majeure event and shall resume as soon as
practicable after the force majeure event has ended. 

30) NO THIRD PARTY BENEFICIARIES: This Agreement is for the sole benefit of the Parties
to this Agreement and their successors and any permitted assigns, and nothing expressed or
implied in this Agreement shall give or be construed to give to any person or entity, other
than the Parties to this Agreement and their respective successors and assigns, any legal or
equitable rights. 

31) NOTICES: Any notice, communication or statement (collectively, “Notice”) relating to this
Agreement  shall be in writing and deemed effective: (i) upon delivery when delivered in
person; (ii) upon transmission when delivered by verified electronic mail transmission; or (iii)
when delivered by registered or certified mail, postage prepaid, return receipt requested or by
a nationally recognized overnight courier service, to each Party at the address set forth in this
agreement or at such different address as may be designated by such Party by written notice
to the other Party. 

32) TERMINATION:  This   Agreement   may   be   terminated   by   either   Party   upon   two   (2)
business days notice, or without notice by the Express Revenue Network if Express Revenue
Network believes, in its sole discretion, that you have violated this Agreement (including any
representations and warranties herein), or  any applicable law, rule, or regulation, or have
engaged   in   fraud.   This   Agreement   shall   terminate  immediately   upon   the   dissolution   or
insolvency of either  Party. Express Revenue Network reserves the  right, in its sole and
absolute discretion, to terminate a campaign/offer program and remove any advertisements
at any time for any reason. Express Revenue also reserves the right to suspend or terminate
Your access to the Network at any time without notice due to fraudulent activity. Termination
notice may be provided via email, and will be effective immediately. All revenue due to
PUBLISHERS, subject to the terms of this Agreement, will be paid during the next billing cycle.
If   PUBLISHER   commits  fraud   or   breaches   this   Agreement   (as   determined   by   EXPRESS
REVENUE NETWORK in its sole discretion) then payment is revoked as determined solely by
EXPRESS REVENUE. If your email address is not  operative, Express Revenue Network will
attempt to send the termination notice email to your last known  address or email address
shall suffice as termination notice hereunder. 

A. California Consumer Privacy Rights (CCPA) California law provides California residents with
the following privacy rights: Right to access personal information: Individuals exercising this
right may request access to the categories and specific pieces of their personal information we
have collected in the prior 12-month period. Individuals exercising this right may receive their
personal   information,   when   provided   electronically,   in   a   readily-useable   format.Right   to
deletion: Individuals exercising this right can ask us to delete their personal information we
have   collected,   though   we   may   be   permitted   to   retain   personal   information   for   certain
purposes.Right   to   disclosure:   Individuals   exercising   this   right   can   receive   additional
information regarding the sources from which we collect information, the purposes for which
we   collect   and   share   personal   information,   the   information   of   theirs   we   hold,   and   the
categories of parties with whom we share their information.Right to opt-out of sales: As
permitted by applicable law, we may share your personal information for monetary or other
valuable consideration (under California law, this is considered a “sale”). You may opt-out of
such a “sale” of your personal information to third parties. You can exercise your right to opt-
out buy following instructions in Section 5 (“OPT OUT”).Right to be free from discrimination:
Users   may   freely   exercise   these   rights   without   fear   of   being   denied   goods   or
services.Currently, this law specifically applies to California residents. If you are a resident of
California,   and   would   like   to   exercise   one   of   your   rights,   please   contact   us   at You may designate an authorized agent to request the exercise
of one or more of these rights on your behalf. Please note all consumer requests are subject to
verification   and   there   may   be   circumstances   where   we   do   not   honor   your   request,   as
permitted under the law. We may verify your request by asking for additional information
about how you found out about Express Revenue Network, who referred you to Express
Revenue Network, to make a request (which Publisher, Querier or Partner referred you to us)
and which websites you made the same requests to; and we will need to be able to verify with
that Publisher or Partner as to the validity of your request first. If you are using an authorized
agent, such requests are subject to the same criteria. 
B. California’s “Shine the Light” Law Additionally, through California’s “Shine the Light” law,
California  residents who provide personal information in obtaining products or services for
personal, family, or household use are entitled to either: (1) a list detailing the categories of
information shared and the entities  to which such information was provided; or (2) to be
notified of a mechanism by which a consumer may opt-out of having their information shared
with third parties. 

34) GDPR COMPLIANCE: PUBLISHERS who hold EU and UK ‘personal data' must fully comply
with   the   Privacy   and   Electronic   Communications   (EC   Directive)   Regulations   2003,   the
Electronic EU Regulations 2011 and the EU General Data Protection Regulations (GDPR) For
more information on (GDPR) please visit - 

35) ENTIRE AGREEMENT: This constitutes the entire agreement between the parties and
supersedes any prior or inconsistent agreements, negotiations, representations and promises,
written or oral, regarding the subject matter. No modification, course of conduct, amendment,
supplement to or waiver of this Agreement or any provisions hereof shall be binding upon the
parties unless made in writing and duly signed by both parties.

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