SPECIALTY MATCH NETWORK AFFILIATE PROGRAM AGREEMENT

Effective May 25, 2004

This agreement governs your participation in the Specialty Match Network Affiliate Program. This agreement describes the entire terms and conditions for participation in the Specialty Match Network Affiliate Program. Specialty Match Network Affiliate Program is operated by Specialty Match Network Inc. In this agreement, Specialty Match Network Inc. is referred to as "Specialty Match". In this agreement, the term "Affiliate" refers to you (the applicant), and "sponsoring Web site" refers to the Web site from which you will link to Specialty Match Network Affiliate Program. Wherever the agreement refers to "you" or "your", it means "the Affiliate"; "we" or "our" refer to Specialty Match Network Affiliate Program.

1. Description of Affiliate Program

The Affiliate Program provides Affiliates the ability to earn commissions as compensation for distributing the Specialty Match Network Inc. Properties (the “Specialty Match Properties”) and generating online purchase of subscriptions and other services. To accomplish this, Affiliates register to the Affiliate Program located at url: http://www.specialtymatch.com/specialty-match-network-affiliate-sign-up.html (the “Program Site”) and utilize a self-service Web application to access Specialty Match links, banner ads, and other integration elements that link to the Specialty Match Properties (collectively, the “Integrations”). Affiliates may include any or all such Integrations on their sponsoring Web sites. Users who link to the Specialty Match Site via an Integration and create a unique registration to the Service in the same session are attributed to the Affiliate that operates the relevant sponsoring Web site. When such users purchase subscriptions to the Service during the term of this Agreement using such registration, the relevant Affiliate is eligible for a commission for such subscription as described below.

Please note that Specialty Match reserves the right to change any of the terms and conditions in this Agreement, including the payment terms described in this Section, by posting a new agreement on the Affiliate Web site (or any successor or replacement site), as described below in more detail in Section 15 (Modifications).

2. Make money sending traffic to our sites.

Specialty Match Network is a network of web properties owned and operated by us. Each web property may offer a commission for either leads or sales as an outcome of the traffic you have referred to the individual sites. At the current time, Specialty Match determines the commissions paid to its Affiliate partners on a site-by-site basis. The payment could be as follows:

• Click. Affiliate partner is paid for each click sent to a specific Specialty Match web property.

• Lead. Affiliate partner is paid for each qualified lead that is created on a specific Specialty Match web property. Specialty Match reserves the right to define a qualified lead, based on percentage of profile completed, number of logins and number of searches, to validate the lead as genuine.

• Sale. Affiliate partner is paid for each sale made on a specific Specialty Match web property. Specialty Match reserves the right to withhold commissions from its Affiliate partner if we deem any of the sales “suspect”.

Specialty Match Network, Inc payment policy requires the Affiliate Web site to earn a minimum of $25.00 before Specialty Match Network, Inc is obligated to pay the Affiliate Web site. Specialty Match reserves the right to refuse to pay any commission if Specialty Match determines in its sole discretion that the referral is not a legitimate third-party referral.

If a subscription for which a Commission Fee is paid to a referred Affiliate is later refunded or charged back, the relevant Referral Fee will be deducted from the next payment sent to Affiliate following such event. If Specialty Match is charged a “Charged Back” fee as a result of fraudulent sales, we may, at our sole discretion, pass on the bank fees to our Affiliate partner.

Specialty Match is the final decision authority on all commissions.

3. Required Information;

Affiliate Account In order to join the Affiliate Program, you must enter into this Agreement. You must also provide Specialty Match with the information required in the online application form at the Program Site. As part of this process, U.S.-based Affiliates must provide Specialty Match with a social security number or taxpayer ID number (also known as the Corporate Taxpayer Identification Number or Corp TIN for short) for payment and record keeping purposes.  Affiliates must enter this information on their account profile.

In addition, the Affiliate must submit an executed IRS Form W-9 to Specialty Match via mail or fax to the address set forth below under Section 25 (Notice). Failure to provide Specialty Match with an updated W-9 will result in the withholding of earned commission payments until the form is received. You are responsible for maintaining the confidentiality of the username and password that you designate as your login combination, and you are fully responsible for all activities that occur under your username and password. You agree to immediately notify Specialty Match of any unauthorized use of your username or password or any other breach of security. Specialty Match will not be liable for any loss or damage arising from your failure to comply with this provision.

4. Commission Payment

Specialty Match Network Affiliate Program will send a payment for the applicable referral fee on the 15th day of each calendar month. If the payment for the month is less than the minimum payment of $25 (or such other amount as selected by the Affiliate), payments will be rolled over into the next month and succeeding months until the accumulated referral fee is greater than the minimum payment. Specialty Match may determine how it wishes to pay the Affiliate, either by check, wire transfer, PayPal or any other method Specialty Match wishes to use.

5. Refunds, Chargebacks

If subscription is later refunded to the customer or charged back by the customer, the referral fee and any banking “Charge Back Fees” will be deducted from the next monthly payment sent to the Affiliate. If the currently accumulated payment amount is less than the amount of the deduction, the Affiliate may be billed.

6. Subscription Payment Processing

Specialty Match Affiliate Program will be solely responsible for processing every qualifying subscription order placed by a customer on the Affiliates Pages. Payment processing, renewal payment processing, cancellations and refund processing, and related customer service are the responsibility of Specialty Match Affiliate Program. All of the rules, operating procedures and policies of Specialty Match regarding customer subscriptions and/or services will apply to all subscription orders Specialty Match receives. Specialty Match reserves the right to reject any subscription order that does not comply with its rules, operating procedures and/or policies. Affiliate is not permitted to make any exceptions to Specialty Match’s rules, operating procedures or policies or otherwise communicate with subscribers about these rules except with Specialty Match's prior authorization, which may be withheld in Specialty Match’s sole discretion.

7. Tracking of Subscription Sales

Specialty Match Network Affiliate Program will be solely responsible for tracking subscription sales. Statements of subscription sales activity will be provided to the Affiliate as described in “Fee Payment” above. To protect the privacy of Specialty Match’s customers, the names of and other personally identifying information about customers will not be provided to Affiliate. All information about customers and users collected by Specialty Match shall be owned solely and exclusively by Specialty Match If a customer registers on a Specialty Match Site through a link from your Affiliate site, but subsequently purchases a subscription through a link from a different Affiliate site, the commission will be payable only to the Affiliate through which the customer actually purchased the subscription.

8. Specialty Match Policies Apply to All Orders

Every customer who buys a subscription through this program is deemed to be a customer of Specialty Match. Affiliate does not have the authority to make or accept any offer on behalf of Specialty Match. All Specialty Match policies regarding customer orders, including pricing and problem resolution, will apply to these customers. Specialty Match is not responsible for any representations made by Affiliate that contradict Specialty Match’s policies.

9. Prices and availability

The price charged for subscriptions and/or services sold under this program will be determined by Specialty Match according to its own pricing policies. Prices may vary from time to time as determined in Specialty Match's sole discretion. Specialty Match policies will always determine the price paid by the customer.

10. Prohibited Content

• No sponsoring Web site may display any of the following content or engage in any of the following activity:

• Sexually explicit material (pornography);

• Violent images or messages that promote violence;

• Publication or distribution of content that infringes on the intellectual property rights of others.

• Promotion of discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age;

• Promotion of activities or content harmful to minors, whether directly or indirectly.

• Promotion of illegal activities;

• Promotion or display of defamatory, libelous or harmful material or material that otherwise infringes upon the rights of any third parties;

• Content that is inconsistent with Specialty Match's policies and/or practices;

• Spamming of Affiliate's users who have registered for the Service; or

• Any other content or activity that Specialty Match finds objectionable in its sole discretion.

11. Copyrighted Material Sponsoring Web Site.

You shall ensure that none of the materials utilized or displayed on the sponsoring Web site, including your logo and preamble text, infringe upon the rights, including the intellectual property rights, of any third parties. You must have express permission to use another party's copyrighted material. Specialty Match will not be responsible if you use another party's copyrighted material in violation of the law. Use of Specialty Match Network Inc. Intellectual Property.

Affiliate acknowledges and agrees that Specialty Match owns all right, title and interest in and to all patents, copyright, trademarks, trade secrets, service marks, trade names and other intellectual property in the Specialty Match Site, the Program Site, the Integrations and the Service and any software provided by Specialty Match in connection with this Agreement (the "Specialty Match Intellectual Property"). Affiliate shall not take any action inconsistent with such ownership by Specialty Match, nor attempt to register any Specialty Match Intellectual Property in any jurisdiction.

Specialty Match hereby grants to Affiliate, for the Term of this Agreement, a non-exclusive, non-transferable license to use the Specialty Match Intellectual Property contained in the Integrations, subject to Specialty Match’s approval, for the express limited purpose of performing under this Agreement. You, by virtue of this Agreement, shall not obtain or claim any right, title or interest in or to the Specialty Match Intellectual Property, except the right of use as specified herein, and you acknowledge and agree that all such use shall inure to the benefit of Specialty Match. Affiliate shall use the Specialty Match Intellectual Property only as provided by Specialty Match, and shall not alter the Specialty Match Intellectual Property in any way. Specialty Match shall have the right to monitor the quality of Affiliate's use of the Specialty Match Intellectual Property.

Any references to the Specialty Match Intellectual Property shall contain the appropriate trademark, copyright or other legal notice provided from time to time by Specialty Match. Upon a request from Specialty Match, Affiliate shall immediately cease use of any and all Specialty Match Intellectual Property, on the sponsoring Web site and elsewhere. Use of Specialty Match Profiles. You may not use any profiles or other information regarding Specialty Match users on the sponsoring Web site or anywhere else for any reason whatsoever. Doing so may result in immediate termination of this Agreement or suspension of your participation in the Affiliate Program.

12. Restrictions on personal use.

This program is intended for commercial use only, paying referral fees for subscriptions and/or services sold to third parties who follow a link from your sponsoring Web site to the Affiliate Pages.

13. Web Site service interruption.

Specialty Match Affiliate Program will make every commercially reasonable effort to keep its Web sites operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. The Affiliate agrees not to hold Specialty Match Affiliate Program liable for any of the consequences of such interruptions.

14. Term of the Agreement.

This Agreement shall commence on the day it is entered into by the Affiliate and shall continue until terminated by Affiliate or Specialty Match as provided herein (the “Term”).

15. Modifications.

Specialty Match Network Inc. reserves the right to change any of the terms and conditions in this Agreement, at any time and in its sole discretion, by posting a new agreement reflecting such changes on Program Site, such changes to be effective upon posting. Specialty Match Network Inc. will not be required to provide notice to Affiliates of changes to the Agreement other than by posting the revised Agreement as described above. Affiliate may not change or modify this Agreement. Without limiting the generality of the foregoing, referral fee schedules, and all other provisions of this agreement are subject to change without notice other than posting such information on our Web site.

16. Termination of this Agreement;

Survival Either party, acting in its sole discretion, may choose to cancel this Agreement at any time by written notice of cancellation to the other. Such cancellation will be effective 3 days after such notice. Specialty Match Network Inc. reserves the right to terminate any Affiliate that generates $0 in Commission Fees during any consecutive 120-day period. In addition, Specialty Match Network Inc. may terminate this Agreement immediately upon notice to Affiliate of Affiliate’s breach of any provision of this Agreement. Any provision of this Agreement that expressly states that it shall survive or which, by its nature, must survive the completion, expiration, termination or cancellation of this Agreement, shall survive the completion, expiration, termination or cancellation of this Agreement.

17. Representations and Warranties

Affiliate represents and warrants that it has the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform its obligations hereunder and that the execution of and performance of its obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state and local law or regulation.

18. Warranty Disclaimer Specialty Match Network Inc. makes no warranties, representations or conditions with regard to the Affiliate Program, the Specialty Match Site, the Program Site or the Service, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. Further, Specialty Match Network Inc. expressly disavows any obligation to indemnify Affiliate or any of its representatives or owners in connection with any lawsuit or other proceeding arising out of any of Affiliate's users use of the Specialty Match Site or the Service.

19. Limitation of Damages.

Specialty Match Network Affiliate Program shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or the program, even if Specialty Match Network Affiliate Program has been advised of the possibility of such damages. Further, Specialty Match Network Affiliate Program's aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total referral fees paid or payable by Specialty Match Network Affiliate Program to Affiliate under this agreement.

20. Indemnification.

Affiliate shall defend, indemnify and hold harmless Specialty Match Network Inc., its parent, subsidiary and affiliated companies and its and their directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney's fees, to the extent that (i) it is based upon a breach of Affiliate's representations, warranties or obligations hereunder; (ii) it arises out of the negligence or willful misconduct of Affiliate; or (iii) it is based upon Affiliate's violation of any applicable federal, state or local law or regulation in providing products or services hereunder.

21. Miscellaneous.

Affiliate and Specialty Match Affiliate Program are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Affiliate shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of Specialty Match Network Affiliate Program. Subject to the foregoing restriction, this agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns.

22. Spam policy.

Affiliate may not send out any email containing Specialty Match Network Inc.’s name or branding or any other Specialty Match Intellectual Property without the express permission of Specialty Match Network Inc. However, Specialty Match reserves the right to reject any such request for permission, in its sole discretion. Affiliate agrees to not utilize SPAM in promoting Specialty Match. For the purpose of this agreement, SPAM is defined as emailing ANYONE, in bulk or by single mailing, about Specialty Match, who has not specifically requested the information directly from Affiliate. Specialty Match Network Inc. considers any type of advertisement about Specialty Match posted to a Newsgroup, Message Board, Mailing List or Chat Room to be spam.

Activities that generate spam complaints against Affiliate or Specialty Match Network Inc. may result in the immediate suspension or termination of Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of the Specialty Match Affiliate Agreement and subject to legal action, and may be held liable for any financial loss incurred by Specialty Match Network Inc. Any service interruptions to Specialty Match Network Inc. as a result of Affiliates spamming will be billed to Affiliate at 200 U.S. dollars per hour until service is restored.

23. Governing Law; Jurisdiction.

This Agreement shall be governed by the laws of the State of California. Any legal action, suit or proceeding arising out of or relating to this Agreement will be instituted exclusively in a court of competent jurisdiction, state or federal, located in the State of California, County of Orange, and in no other jurisdiction. The parties hereby irrevocably consent to personal jurisdiction and venue in, and agree to service of process authorized by, such courts.

24. Severability.

In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this agreement, but this agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.

25. Notice.

All notices and requests in connection with this Agreement will be given in writing and will be deemed given as of (1) the day they are received if sent either by messenger, delivery service, or the U.S. mail or (2) the date sent if delivered by email or fax, and addressed as follows: If to Specialty Match Network Inc.:

Specialty Match Network Affiliate Program

668 N. Coast Highway, Suite 503

Laguna Beach, CA 92651 USA

AffiliateManager@specialtymatch.com

Fax (714) 464-4483

If to Affiliate: To the postal address, email address and/or fax number provided by Affiliate during registration.

By joining you agree to all of Specialty Match Network Affiliate Program's Terms and Conditions.

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