1) PARTIES

Pursuant to this Agreement, NicheAdNetwork, LLC ("Company") and Partner shall agree to the following terms and conditions for the receipt of advertising materials ("Creative") from advertising Customers ("Customers") This includes the serving, tracking and reporting of all Campaigns in summary made on the Company Network (the "Network") to Publisher Websites ("Websites").

2) USE POLICY

a) Membership: Membership in the Network is subject to prior approval of Company. Company reserves the right to refuse service to any new or existing Partner, in its sole discretion, with or without cause. Company reserves the right to refuse service to any new or existing Publisher referred by any new or existing Partner. Company reserves the right to refuse service to any new or existing Advertiser referred by any new or existing Partner. Approval of membership in the Company Network is limited only to the specific root URLs for which a Publisher has applied for approval. Company reserves the right to withhold approval of membership in the Company Network based on Website primary language. Company reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Partner, Publisher or Website for any reason at any time, with or without notice to the Partner, Publisher, Advertiser or Website and regardless of whether such Partner, Publisher, Advertiser or Website was previously accepted.

b) Representation: Partner represents and warrants that it does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement. Partner represents and warrants that it is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply. Partner represents and warrants that it does not and will not infringe any copyright, trademark, patent or any other proprietary right.

c) Termination: Company reserves the right to terminate any Partner's relationship with the Company Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon receipt of such termination notice, Partner agrees to immediately remove from his/her website Company's HTML code any reference to/from Company. Partner will be paid, in the next scheduled payment cycle, all legitimate earnings due up to the time of termination. Upon termination, and in the event that blatant fraudulent activities have been documented in the Company server logs, all ties to referrals will be permanently severed and Partner will not receive future referral commissions.

d) Content: Company reserves the absolute right to refuse to affiliate with any Partner. Company does not accept Websites that engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking. Company does not accept Websites that are: under construction, hosted by a free service, personal home pages, or do not own the domain they are under. This Agreement is voidable by Company immediately if Partner fails to disclose, conceals or misrepresents itself in any way. In addition, Company may in its complete discretion refuse to serve any Website that it deems appropriate. To insure compliance with this Agreement, any Partners that change their content after approval for membership MUST notify Company of the changes in writing IMMEDIATELY. We prefer you notify us ahead of time of any major changes in content or design.

e) Traffic: Company reserves the right to terminate Partner's relationship with Company immediately should either (a) the number of referrals delivered by Partner total less than 5 per year, or (b) the Partner refers any Publisher or Advertiser that is in any way owned or operated by any individual within the Partner Company.

f) Fraud and Deception: Company audits every Publisher's traffic on a daily basis. Publishers that commit fraudulent activities, including false clicks, false impressions, and incentivized clicks, will have their account permanently removed from our network and will not be compensated for fraudulent traffic. Additionally, Company reserves the right to register fraudulent Publishers in a global ad network fraud database, for usage by other ad networks. We have several fraud mechanisms at our disposal that will detect most forms within a few days of the initial activity. All proceeds from accounts with fraudulent activity will be refunded to Advertisers. All referral proceeds pending payment to Partner from accounts with fraudulent activity will be debited from the Partner's pending revenues. All referral proceeds already paid to Partner from accounts with fraudulent activity will be reimbursed to Company through the withholding of future referral proceeds until which time all proceeds have been recouped by Company.

g) Data Reporting (Stats): Company is the sole owner of all website, campaign, and aggregate web user data collected by Company. Partner only has access to reporting data specific to Partner's referrals and available within the Partner Program interface.

h) Contact Information: To ensure timely payment, Partners are responsible for maintaining the correct contact and payment information associated with their account. Payment Profile information must be updated by the last day of the month to be reflected in the next payment. This must be done online using the Partner's account. Any and all bank/service fees associated with returned or canceled payments due to any error in the Partner contact or payment information are Partner's responsibility and will be deducted from re-payment.

3) PAYMENT POLICY

Actual campaign rates vary with market conditions. Gross campaign rates are less any payment transaction fees, campaign referral fees, cost-of-money / bad-debt fees, and applicable ad serving fees. Company reserves the right to set and negotiate specific payment terms on an individual basis. Partners will typically be paid within twenty-five (25) business days after the end-of-month. Do not invoice Company; all Partner invoices are discarded. Partners will be paid at the account level. All accounts will be settled in US dollars ($US). No checks will be issued for any amounts less than $250US. Guaranteed payments for balances of less than $250US will incur a service charge of $2.50US. Net payments under $1.00 after service charge will not be made and are permanently forfeited. All unpaid earnings will rollover to the next pay period. Any Partner account that goes unpaid for six (6) months becomes subject to immediate payoff, with service charge, and immediate dismissal from the Company Network. Every US-based Partner account must have a unique Taxpayer Identification number (TIN). Partners can not refer themselves as a Publisher or as an Advertiser. Groups of Publishers can not refer each other. All payments are based on actuals as defined, accounted and audited by Company. In no event will payments be made on accounts that have not provided proper tax identification information. Company reserves the absolute right not to pay any accounts or Partners that violate any of the terms and conditions set forth herein. Company will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature. Examples of such acts may include, without limitation, clicks without referring URLs, extraordinarily high numbers of repeat clicks, and clicks from non-approved root URLs.

4) LIABILITY POLICY

a) Indemnification: Partner is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth on the Partner Websites and/or (ii) any content or material to which users can link through the Partner Websites (other than through code, links and/or advertisements supplied by Company). Partner hereby agrees to indemnify, defend and hold harmless Company and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Partner Websites (except for code, links and/or advertisements supplied by Company); (b) arising out of any material breach by Partner of any duty, representation or warranty under any agreement with Company; or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from the Partner Websites (other than through code, links and/or advertisements supplied by Company).

b) Damages: In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services.

c) Warranty Disclaimer: Company and its Customers do not make and hereby expressly disclaim all warranties, express or implied, with respect to any matter whatsoever, including, without limitation, the performance of any software programs incidental to services rendered by Company, services provided thereunder, or any output or results thereof. Company and its Customers specifically disclaim any implied warranty of merchantability or fitness for a particular purpose.

d) Limitation of Liability: Neither Company nor its Customers will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Website due to systems failures or other technological failures of Company or of the Internet; (b) delays in delivery and/or non-delivery of Creative, including, without limitation, difficulties with a Customer or Creative, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Creative.

5) GENERAL

a) Applicability: In This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. The use of the term Partner is solely as a means of identifying companies and/or individuals referring Publishers and/or Advertisers to Company, and does NOT imply or create a partnership or joint venture between the parties. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither Company nor Partner shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the Company website Partner interface are explicitly bound by this Agreement.

b) Remedy: If any Partner violates or refuses to partake in their responsibilities, or commits fraudulent activity against us, Company reserves the right to withhold payment and take appropriate legal action to cover its damages.

d) Audit: Company shall have the sole responsibility for calculation of Partner earnings, including determining referred Publishers, referred Advertisers and any/all related revenue generated via Publisher impressions and click-through numbers, and via any referred Advertiser's initial advertising deposits. In the event Partner disagrees with any such calculation, a written request should be sent immediately to Company. Company will provide Partner with an explanation or adjustment of the numbers which shall be final and binding.

e) Modifications: Company reserves the right to change any conditions of this contract at any time. Members are responsible for complying with any changes to the Company Partner Agreement within 10 business days from the date of the change. Company will post any changes to this Agreement in the Partner area of the Company Website.

f) Privacy: Partner shall support Company's commitment to protect the privacy of the online community; such commitment is set forth in Company's Privacy Statement, which is hereby incorporated into this Agreement.

g) Assignment: Customer may not assign this Agreement, in whole or in part, without written consent from Company. Any attempt to assign this Agreement without such consent will be null and void.

h) Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of Wyoming, USA.

i) Ability to Enter into Agreement: By executing this Agreement, Partner warrants that Partner (or Authorized Representative of Partner) is at least 18 years of age, and that there is no legal reason that Partner cannot enter into a binding contract.

The Company reserves the right to change these Partnership Terms and Conditions without notification. If you have questions regarding our Terms and Conditions, please email us at contact@nicheadnetwork.com.