SERVICE AGREEMENT
The following terms and conditions (this “Agreement”) is a legal agreement between ClickHunts Network LLC (“ClickHunts Network”), and YOU the (PUBLISHER). PUBLISHER and Click Hunts 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 ClickHunts 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 Services.

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. ClickHunts 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 option prospects who meet Click Hunts 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, ClickHunts Network’s numbers will control. 

4) LEAD VALIDATION PROCEDURE: Click Hunts 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 ClickHunts Network’s database for the designated Advertisement in the past 60 days). Click Hunts 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 ClickHunts Network’s Creative is strictly prohibited, without prior written approval from ClickHunts 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 Click Hunts Network. PUBLISHER must notify ClickHunts 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 ClickHunts 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 ClickHunts Network, then payment is revoked as determined solely by Click Hunts Network.

9) PAYMENT: PUBLISHER will invoice Click Hunts 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 ClickHunts 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 ClickHunts Network. All payments are based on actual figures as defined, accounted and audited by the Click Hunts Network. In the event ClickHunts 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,. ClickHunts Network does not guarantee payments on behalf of the Advertiser. Click Hunts 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. ClickHunts Network will not be responsible to compensate You for actions that are not recorded due to your error. Click Hunts Network shall have no obligation to make payment to PUBLISHER.

10) PAYMENT TERMS: ClickHunts 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 ClickHunts Network’s prior written consent. PUBLISHER shall not broker Programs to any Sub-Affiliate, or to any directly enrolled affiliates, without Click Hunts 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 ClickHunts 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 ClickHunts Network upon request. PUBLISHER must immediately comply with any demand made by the Click Hunts 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 ClickHunts 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 ClickHunts Network, PUBLISHER may be terminated at Advertiser’s sole discretion, and PUBLISHER shall indemnify ClickHunts Network for any resulting third party claims against it.

12) COMPLIANCE: Click Hunts Network will actively monitor PUBLISHER activity using a combination of its proprietary software and third party monitoring services. If ClickHunts detects fraudulent activity, It is the obligation of the PUBLISHER to prove to ClickHunts Network that they are not committing fraud. Click Hunts Network will hold PUBLISHER payment in “Pending Status” until PUBLISHER has satisfactorily provided evidence that PUBLISHER is not defrauding the system. ClickHunts 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 ClickHunts Network that PUBLISHER is not committing fraud, PUBLISHER will forfeit its entire commission for all programs and PUBLISHER’s account will be terminated. ClickHunts 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 ClickHunts Network. Must Be able to provide the name of the Website where the action was generated. This information is only delivered to Click Hunts 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 ClickHunts 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 applicable).

14) EMAIL CAMPAIGNS: PUBLISHER further represents and warrants that with respect to email campaigns transmitted by PUBLISHER for ClickHunts Network, PUBLISHER shall at all times only use the Click Hunts Network email creative provided by Click Hunts Network, PUBLISHER may submit customized email creatives to ClickHunts for review and MUST wait for the approval and consent form Click Hunts Network before any email drops commence. If PUBLISHER breaches this term ClickHunts 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: Click Hunts 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. EClickHunts Network will not make payment to any PUBLISHER that sends text messages to generate Compensable Transactions. Click Hunts 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). Click Hunts 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 ClickHunts 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, state,

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 ClickHunts 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 ClickHunts 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 Click Hunts 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 ClickHunts Network prior to completing your online application via the PUBLISHER Admin Site; (xi) PUBLISHER will promptly notify Clic kHunts 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.

16) CLICK HUNTS REPRESENTATIONS AND WARRANTIES: The execution, delivery, and performance of this Agreement by ClickHunts 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 Click Hunts 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 ClickHunts Network, such as pre-population of forms or mechanisms not approved by Click Hunts 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 ClickHunts Network that allows Click Hunts 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 ClickHunts Network. Such customer information is confidential and may not be disclosed by Click Hunts Network or PUBLISHER. In addition, PUBLISHER acknowledges that all non-public information, data and reports received from ClickHunts Network hereunder or as part of the services hereunder is proprietary to and owned by Click Hunts 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 ClickHunts 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 Click Hunts 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 ClickHunts Network via written notice sufficiently promptly to allow ClickHunts 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 ClickHunts Network requests to attempt to protect that information from disclosure by operation of law. Subject to prior approval by PUBLISHER, ClickHunts Network may publicly announce its contractual relationship with PUBLISHER, which includes being on a listing of Click Hunts 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 ClickHunts Network is proprietary to and owned by the Click Hunts 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 ClickHunts 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 Click Hunts Network, then ADVERTISER shall notify such PUBLISHER immediately that the PUBLISHER must work with ADVERTISER through the ClickHunts Network and immediately halt any marketing campaigns being conducted directly through such PUBLISHER. ADVERTISER understands and agrees that if ADVERTISER violates its obligations to Click Hunts Network that Click Hunts 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 ClickHunts at law or in equity.

21) DISCLAIMER OF WARRANTIES: Click Hunts Network PROVIDES ITS SITES AND THE SITES OF ITS AFFILIATES AND PARTNERS, AND ALL ITS SERVICES AND THE SERVICES OF ITS AFFILIATES AND PARTNERS, AS PERFORMED HEREUNDER, ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS. ClickHunts Network DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

22) LIMITATIONS OF LIABILITY: IN NO EVENT SHALL ClickHunts Network BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT
LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL Click Hunts Network BE LIABLE TO PUBLISHER OR ANY
THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID BY ClickHunts Network TO PUBLISHER DURING THE PRIOR THREE MONTHS.

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 Agreement.

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 Virginia, 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 Virginia, 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 Virginia.

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 ClickHunts 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 ClickHunts Network if Click Hunts 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. ClickHunts 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. ClickHunts 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 CLICK HUNTS NETWORK in its sole discretion) then payment is revoked as determined solely by CLICKHUNTS. If your email address is not operative, ClickHunts Network will attempt to send the termination notice email to your last known address or email address shall suffice as termination notice hereunder.

33) CALIFORNIA RIGHTS POLICY.
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 https://expressrevenue.com. 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 ClickHunts Network, who referred you to Click Hunts 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 – https://gdpr.eu 

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.