RingPartner Terms & Conditions

These terms and conditions (the “Agreement’), together with any schedules attached, any amendments to those schedules, and any applicable Insertion Orders (“IO”) governs the Distribution Partner’s participation as a member (the “Distribution Partner”, “You”, or “Your”) of the RingPartner Lead Purchasing Program (the “Program”). By participating in the Program, the Distribution Partner covenants and agrees to be bound by this Agreement, the applicable IOs, the terms and conditions of any Offer, and any schedules attached, as amended by RingPartner (“RingPartner”) from time to time. In the event that there is a discrepancy or conflict between the terms and conditions of this Agreement and the terms and conditions of any applicable IO or the terms and conditions of the Offer, the parties agree that the terms and conditions of the IO or Offer shall prevail.

1. Definitions

1.1 “Call Center” means a physical location designed and set up to accept telephone calls related to an Offer.

1.2 “Client” means a client of RingPartner.

1.3 “Lead” means a transaction, including without limitation, calls, transfers, referrals, or clicks.

1.4 “Offer” means a promotional offer for a product or service being made available by RingPartner on the Program site, in an electronic mail or both, setting out an advertising offer on behalf of a Client and containing such additional terms and conditions as RingPartner, in its sole discretion, considers necessary from time to time.

1.5 “Offer Web Site” means a specific web site that is linked to an Offer.

1.6 “Program Site” means the web site for the Program operated by RingPartner and located at http://www.ringpartner.com/.

1.7 “RingPartner Policies” means: (a) the RingPartner Electronic Mail Policy; and (b) the RingPartner Acceptable Use Policy, as amended or replaced, from time to time, and published on the Program Site, or any policy that is either attached hereto as an exhibit or appendix or communicated to You by RingPartner.

1.8 “Marketing Partner” means an independent third party contracted by Distribution Partner to promote and market an Offer.

2. Participation in the Program

2.1 In order to participate in the Program, Distribution Partner must first submit a Program application on the Program Site. When submitting a Program application, Distribution Partner must truthfully and accurately submit the required information to complete the application process (and if applicable, provide RingPartner with future updated information). Distribution Partner shall not use any aliases or other means to mask its true identity or contact information. RingPartner will notify the Distribution Partner of its acceptance or rejection to the Program. RingPartner reserves the right to reject any Program application in its sole discretion and for any reason or no reason. RingPartner will permit Distribution Partner to participate in the Program, subject to compliance with the terms and conditions in this Agreement and in any policies established by RingPartner, from time to time, and incorporated by reference in this Agreement. RingPartner reserves the right to disclose the identity and contact information of the Distribution Partner to appropriate law enforcement or regulatory authorities or to any third party that has been directly damaged by the actions of the Distribution Partner.

2.2 If applicable, Distribution Partner will be issued a unique username and password to access the Program Site or certain sections of the Program Site, neither of which may be used by any person other than the Distribution Partner. Distribution Partner agrees to use reasonable precautions to safeguard the username and password, and in the event that it believes the security of its username and password has been compromised, Distribution Partner shall promptly notify RingPartner.

2.3 You are not permitted to engage with any Marketing Partners to distribute and advertise the Offer(s), unless otherwise approved in writing by RingPartner, such approval which may be unreasonably withheld and delayed. If You are authorized by RingPartner to engage with any Marketing Partners, You agree that any breach by a Marketing Partner of these terms and conditions shall be deemed a breach by You.

2.4 It is further agreed that You have no authority to create or assume in RingPartner’s name or on its behalf any obligation, express or implied, or to act or purport to act as its agent or representative for any purpose whatsoever and You shall not hold yourself out as having any such authority.

2.5 RingPartner may, in its sole discretion, confirm or otherwise verify or check, the truth and accuracy of any registration information provided by You. If at any time RingPartner, in its sole judgment and discretion, determines Your registration information to be misleading, inaccurate or untruthful, RingPartner may restrict, deny or terminate Your account and participation in the Program, Your access and use of, and/or any benefits derived from Your participation in the Program. RingPartner may also withhold payment of any Commissions and/or other fees that may be or become due or payable to You.

2.6 You will be solely responsible for the development, operation, and maintenance of the Call Center, Your web site and for all materials that appear on Your web site. Such responsibilities include, but are not limited to, the technical operation of Your web site and all related equipment; creating and posting product reviews, descriptions, and references on Your web site and linking those descriptions to the Offer Web Site; the accuracy and propriety of materials posted on Your web site; and ensuring that materials posted on Your web site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. RingPartner Policies and/ or recommendations with respect to the Call Center, Your web site and any materials that appear on Your web site shall not be construed as legal advice or as sufficient guidelines to ensure that such comply with applicable law. RingPartner does not warrant that such RingPartner Policies and/or recommendations are legally compliant, and hereby disclaims any liability for Your use of and/or reliance upon such RingPartner Policies and/or recommendations.

3. Offer

3.1 Offers will be made available and posted on the Program Site.

3.2 RingPartner will make available to You via the Program Site certain graphic and textual links to the Offer Web Site and/or other creative materials (collectively, the "Links") which you may display on web sites owned or controlled by You, in emails sent by You and clearly identified as coming from You and any online advertisements (collectively, "Media"). The Links will serve to identify You as a member of the Program and will establish a link from your Media to the Offer Web Site or Call Center.

3.3 RingPartner grants to You a limited, non-exclusive, non-transferable right to use the Links available from the Program Site and to publish the same on Your web sites and in electronic mail correspondence sent by You, all of which must be done in accordance with this Agreement, the RingPartner Policies, as amended from time to time, and the additional terms and conditions affixed to each of the said Offers or applicable IO. Except as expressly stated herein, nothing in this Agreement is intended to grant to You any rights to any of RingPartner's, or any RingPartner Clients’ trademarks, service marks, copyrights, patents or trade secrets. You agree that RingPartner may use any suggestions, comments or recommendations You choose to provide to RingPartner without compensation. All rights not expressly granted in this Agreement are reserved by RingPartner.

3.4 You agree not to modify, alter, misrepresent or embellish the Offer or any part of the Offer including without limitation any Links, Media, text, graphics or images, telephone scripts or recordings that have been provided by or on behalf of RingPartner or the Client in any way, directly or indirectly, without the express prior written consent of RingPartner.

3.5 RingPartner may change, suspend or discontinue any Offer or any aspect of an Offer or Link at any time and in its sole discretion. RingPartner may also remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link at any time and in its sole discretion. You agree to promptly implement any request from RingPartner to remove, alter or modify any Link, graphic or banner ad that is being used by You as part of the Program.

3.6 If You are marketing and promoting an Offer through a Call Center, You shall (i) provide all Call Center telephone scripts and recordings associated with any Offer immediately upon RingPartner’s request; (ii) comply with the TCPA Compliance Agreement as set forth in Exhibit A attached hereto; (iii) upload to RingPartner’s compliance tracking and monitoring system all telephone calls recorded by You that are associated with an Offer; and (iv) ensure that all verbal discussions and communications between You and any consumer that are associated with an Offer and conducted through a Call Center must be recorded and/or documented in accordance with the requirements and guidelines established by RingPartner and uploaded to RingPartner’s compliance tracking and monitoring system, or as otherwise instructed by RingPartner,

3.7 All emails sent by You that are associated with an Offer must be uploaded to RingPartner’s compliance tracking and monitoring system, or as otherwise instructed by RingPartner.

4. Compensation

4.1 RingPartner will pay to You a commission (the “Commission”) for each Qualified Lead that is purchased by a RingPartner Client, calculated in accordance with the payment terms outlined in each Offer posted by RingPartner on the Program Site or as further defined in the applicable IO. All Link tracking and the calculation of payable Commissions will be based solely on the records kept by RingPartner and reported in RingPartner’s online reporting system. Unless otherwise indicated in each Offer posted on the Program Site or as defined in the applicable IO, a "Qualified Lead" as defined herein means a Lead that (i) is generated on or through the Offer Web Site via the Link, where the Link is the last link to the Offer Web Site; (ii) is submitted by a human being and not by a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person; (iii) is not using auto-generated or pre-populated fields; (iv) is submitted by a human being who completes all of the information required for such action within the time period allowed by RingPartner; and (v) is not later determined by RingPartner to be fraudulent, incomplete, unqualified or a duplicate. RingPartner reserves the right, at its sole discretion, to implement a maximum number of Qualified Leads that You may generate during a specified period. You acknowledge and agree that no Commissions will be payable to You for any Qualified Leads that are generated in excess of any limit implemented by RingPartner during a specified period.

4.2 Commissions will be paid to You only following receipt by RingPartner of payment from the Client for Qualified Leads in respect of such Offer published in the Program online reporting system. Once RingPartner has received payment from the Client, payment to You shall be made on a net 30 basis unless otherwise indicated in the applicable IO.

4.3 You acknowledge and agree that payment of Commissions may be delayed where You have not provided RingPartner with current particulars in accordance with Section 6.2(l) of this Agreement and that in no case will RingPartner be liable to You for any loss, costs or expenses directly or indirectly incurred by You as the result of such delay. You further acknowledge and agree that in the event that RingPartner is unable to remit payment of Commissions to You as a result of Your failure to provide current particulars in accordance with Section 6.2(l), You agree to forfeit all Commission payments aged in excess of one hundred and eighty (180) days from the date that the Commissions were generated.

4.4 In no circumstance will RingPartner be obligated to pay Commissions to You unless and until the aggregate amount of the Commissions due and payable to You exceeds $100.00 (the “Minimum Threshold”). Any Commissions due and payable to You below the Minimum Threshold shall carry over to successive calendar months until the Minimum Threshold has been reached.

4.5 Commissions due and payable by RingPartner to You will not accrue interest.

4.6 You shall be solely responsible for any and all costs, expenses, fees, and charges that may be incurred by You as a result of Your receipt of any Commissions payable under this Agreement.

5. Fraud

5.1 If RingPartner determines, in its sole discretion, that You have engaged in any activity that RingPartner considers to be fraudulent or which might bring the reputation or standing of RingPartner into disrepute either with the general public or with the Clients or potential Clients of RingPartner, or otherwise You have engaged in activities which might be considered fraudulent, RingPartner reserves the right to (a) suspend or terminate Your membership in the Program, without notice and (b) release to any third party, information relating to Your identity and location if required to do so in order to enforce these terms and conditions. RingPartner also reserves the right to seek credit or remedy from future earnings or to demand reimbursement from You in the event You have already received payment resulting from fraudulent activities.

5.2 In the event of a suspension or termination in accordance with Section 5.1 above, any Commission due and payable to You in accordance with Section 4 at the time of suspension or termination will be deemed to be forfeited.

5.3 RingPartner may at any time perform an audit on You for compliance purposes. You agree to provide RingPartner with any reasonable information necessary to conduct an investigation into Your compliance with applicable laws, rules, and regulations, and the terms and conditions of this Agreement, the Offer, and any policies and guidelines established by RingPartner.

6. Representations and Warranties

6.1 You represent and warrant that:

(a) You have the authority and capacity to enter into and to be bound by this Agreement;

(b) to the best of Your knowledge, there are no existing, pending or threatened claims or actions pending against You;

(c) none of Your Media contain false or deceptive advertising or any machine readable code including without limitation any virus, Trojan horse, work or other self-executing program or any other computer programming routines or engines that are intended to damage, detrimentally interfere with, modify, impede, surreptitiously intercept, or expropriate any computer system data or information, or conduct any fraudulent or otherwise illegal activity, or harass the end user;

(d) You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on or through Your web site or web sites and in any electronic mail You send;

(e) You are not now a party to any agreement or business relationship which may conflict with this Agreement

6.2 You covenant and agree that:

(a) You will, at all times, comply with all laws, rules, and regulations applicable in the jurisdiction where You are situated and also where You directly or indirectly conducts Your business, provide Your services, or markets an Offer;

(b) You will, at all times, comply with the terms of this Agreement, and the RingPartner Policies, as updated, amended and replaced by RingPartner, from time to time;

(c) You will not, without the express written consent of RingPartner, use or permit any person for whom You are in law responsible to use any third-party trade-names or trade-marks;

(d) You will not publish on any web site or send in any electronic mail a universal resource locator or other link to any content or otherwise engage in or condone any practice, which, in the opinion of RingPartner is deceitful, defamatory, libelous, abusive, violent, prejudicial, obscene, pornographic, likely to bring the reputation or standing of RingPartner into disrepute, or which otherwise would be illegal;

(e) You will at all times comply with the terms and conditions of any agreement or policy established by an Offer in which You elect to participate;

(f) if applicable, You will at all times comply with the provisions of the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act of 1991, the Telemarketing and Consumer Fraud and Abuse Prevention Act of 1994, the Telemarketing Sales Rule established by the Federal Trade Commission, and any state, provincial, or federal Do Not Call (DNC) lists, as amended or replaced from time to time;

(g) You will not post any content relating to the Offer to any online auction platform, Usenet newsgroup, chat room, bulletin board or ‘blog’ without the express written consent of RingPartner;

(h) You will be responsible for the development, operation and maintenance of Your web site or web sites and electronic mail, including without limitation the technical operation thereof, the creation, publication and accuracy of any content published on any such web site or web sites or in any electronic mail;

(i) You will not attempt in any way to alter, modify, eliminate, conceal, reverse engineer, or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from RingPartner;

(j) You will not “frame” or “mirror” any part of any pages hosted by the Client unless expressly permitted by RingPartner and the Client;

(k) You will not alter any web site, electronic mail content, telephone scripts or recordings provided by RingPartner;

(l) You will, at all times and from time to time provide RingPartner with written confirmation of a valid address, telephone number, electronic mail address and such other identifying or financial information as RingPartner may reasonably require;

(m) if applicable, You will be responsible for the development, operation and maintenance of Your Call Center.

6.3 RingPartner represents and warrants that:

(a) it has the authority and capacity to enter into and to be bound by this Agreement;

(b) to the best of its knowledge, there are no existing, pending or threatened claims or actions pending against RingPartner; and

(c) it owns or has the legal right to use and grant to You the right to use and distribute all Links, graphics, images, content, copyrighted material, trademarks, products, and services associated with and displayed through an Offer.

7. Indemnification

7.1 You covenant and agree to indemnify and save harmless RingPartner, its parent company, subsidiaries, and their respective shareholders, directors, officers, and employees (collectively, the “Indemnified Group”) from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, arising out of any breach of the Your covenants, representations and warranties, or the exercise by the Indemnified Group of any right under this Agreement or any act or omission by You, any Marketing Partner, or anyone for whom You are in law responsible, including without limitation any damages, losses, or otherwise, arising in any manner (including those arising from or incidental to any liability or other lawsuit, claim, demand or other action brought) as a consequence of any act or omission by You, any Marketing Partner, or any person for whom You are in law responsible, whether or not the Indemnified Group or any of them are named as a party defendant in any such proceedings and whether or not the Indemnified Group or any of them are alleged to be negligent or otherwise responsible for any damage or injury to persons or property. You further agree that RingPartner may elect to participate as a party in any litigation involving a claim to the extent that the court may permit. Your obligation to defend and indemnify as set out in this paragraph will survive termination of this Agreement for any reason and will not be otherwise limited by any other term or condition of this or any Agreement.

8. Confidentiality

8.1 RingPartner may, from time to time, disclose to You certain information relating to RingPartner’s business or to RingPartner’s customers, Clients, affiliates, subsidiaries, agents, or employees; business and marketing plans, strategies and methods which may not be standard industry practice or which are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of RingPartner (all collectively referred to as the “Confidential Information”). You acknowledge that Confidential Information will be provided at the sole discretion of RingPartner, and nothing in this Agreement obligates RingPartner, its directors, agents or employees to disclose or grant to You access to any Confidential Information.

8.2 Unless expressly authorized in writing by RingPartner, You covenant and agree:

(a) to use the Confidential Information only for the purposes expressly contemplated in this Agreement; and

(b) that no Confidential Information will be disclosed to any third party, or any of Your affiliates, subsidiaries, or agents without the prior written consent of RingPartner, which may be unreasonably and arbitrarily withheld.

8.3 You acknowledge that RingPartner remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. You agree that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of RingPartner.

8.4 Upon termination of this Agreement, or otherwise on demand by RingPartner, You agree that You will promptly return to RingPartner all notes, data, tapes, reference items, sketches, drawings, memoranda, records, diskettes, electronic communications in any form and any other materials in any way relating to any of the Confidential Information in Your possession or in the possession of any of Your affiliates, subsidiaries, agents, or employees, or if requested to do so by RingPartner, will certify the destruction of the Confidential Information.

8.5 You acknowledge and agree that:

(a) any breach of this Section would cause irreparable harm to RingPartner for which damages might not be an adequate remedy, and You therefore agree that in the event of any such breach, RingPartner will be entitled to seek, in addition to any other right accruing to RingPartner under this Agreement or otherwise in law or equity, injunctive relief against You without the necessity of proving actual damages; and

(b) notwithstanding any other provision of this Agreement, Your obligation to protect any Confidential Information shall survive the termination of this Agreement, however caused for a period of three (3) years.

8.6 For the purposes of this Section 8, “affiliate” shall mean an entity controlled by, controlling, or under common control, directly or indirectly, through one or more intermediaries, with one of the parties to this Agreement.

9. Non-Competition/Non-Solicitation

9.1 During the term of this Agreement and for a period of twelve (12) months thereafter, You will not seek, in any way, to undermine the goodwill of RingPartner, and in particular, You will not, directly or indirectly: (1) solicit or entice or attempt to solicit or entice, work away from RingPartner; or (2) directly or indirectly enter into any agreement or contract, written or otherwise, with any Client or otherwise provide services to any third party for the ultimate benefit of a Client which might, in the opinion of RingPartner, compete with any services provided by RingPartner to that Client. You agree and understand that RingPartner has incurred significant expense forming the Program and in providing services for the benefit of its Clients, and You agree and understand that in the event of Your breach of this section, You shall pay RingPartner as liquidated damages an amount equal to RingPartner’s revenues for the preceding eighteen (18) months generated by the Offer campaigns for such Client. The liquidated damages remedy as provided herein shall not preclude RingPartner from seeking injunctive relief.

10. Disclaimer and Limitation of Liability

10.1 THE PROGRAM, LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION WITH ANY OFFER, ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. RINGPARTNER DOES NOT WARRANT THAT THE PROGRAM OR LINKS WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. RINGPARTNER EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. RINGPARTNER DOES NOT GUARANTEE THAT YOU WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS WITH RESPECT TO ANY OFFER(S). IN NO EVENT SHALL RINGPARTNER BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, OFFER, WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF RINGPARTNER.

10.2 Except as expressly set out in this Agreement, both parties disclaim all warranties, conditions, representations, indemnities and guarantees with respect to any matter, whether express or implied (including without limitation any warranty of profitability, satisfactory quality, merchantability, fitness for any particular purpose, title and non-infringement).

10.3 EXCEPT FOR THE BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO CIRCUMSTANCE SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS' FEES, AND COURT COSTS (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THIS LIMITATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY.

10.4 In no event shall either party be liable to the other for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, or any actions beyond the reasonable control of either party.

10.5 RINGPARTNER'S CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO YOU BY RINGPARTNER IN COMMISSIONS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO SUCH CLAIM.

11. Termination

11.1 RingPartner may terminate this Agreement, at any time, on six (6) hours Notice to You. You may terminate this Agreement, at any time, by providing written Notice to RingPartner. In the event that You violate any RingPartner Policy or violate any term or condition of this Agreement, RingPartner reserves the right to terminate this Agreement immediately on Notice to You and restrict or limit Your access to Your account in the Program and Your access to the Program Site. Any Commission due and payable to You in accordance with the Agreement at the time of termination for cause will be deemed to be forfeited.

11.2 RingPartner may terminate Your participation in one or more Offers at any time and for any reason which RingPartner deems appropriate or necessary, with or without prior Notice to You, by disabling any applicable Links.

11.3 RingPartner reserves the right to terminate this Agreement and Your participation in one or more Offers, at any time, if You fail to exceed the Minimum Threshold, as defined in Section 4.4 above, during any twelve (12) month period.

11.4 Upon the termination of Your participation in one or more Offers or this Agreement for any reason, You will immediately cease all use of and remove all Links, including all RingPartner or Client intellectual property, associated with any Offer(s) and You will immediately cease representing yourself as a member of the Program.

11.5 Notwithstanding termination of this Agreement for any reason, You covenant and agree that You will continue to be bound by the terms and conditions set out in Sections 7, 8, 9, 10, 11,and 12 of this Agreement.

12. General

12.1 This Agreement will be interpreted, construed and governed exclusively in all respects in accordance with the laws of the Province of British Columbia, Canada, excluding its conflict of law rules and the United Nations Convention on Contracts for the Sale of International Goods. You agree and irrevocably attorn and submit to the exclusive jurisdiction of the courts of Victoria, British Columbia with respect to any and all legal action and proceedings, and expressly and irrevocably waive any defense of personal and/or subject matter jurisdiction in those courts or any claim on the grounds of forum non conveniens.

12.2 RingPartner may assign this Agreement without Your prior consent. You may not assign this Agreement without the express written consent of RingPartner.

12.3 From time to time, RingPartner may amend, supplement or replace this Agreement or the RingPartner Policies in part or in whole, on Notice to You. If You have not terminated this Agreement following Notice of such amendment, supplement or replacement, Your continued use of the Program will constitute Your acceptance of the new Agreement.

12.4 Any notice or other communication (“Notice”) permitted or required by this Agreement will be in writing and given by electronic mail to the receiving party at the address provided to RingPartner by You in Your Program account and displayed in a prominent location in Your account on the Program Site. Any such Notice will be deemed to have been received on the date on which it was transmitted by electronic mail.

12.5 By participating as a member of the Program, You acknowledge and agree to accept communications sent by RingPartner via electronic mail regarding Program offers, promotions, and/or offers or promotions available from third parties that may be of interest to You. RingPartner shall only send such email communications to the email address on file that is provided by You.

12.6 No term or condition of this Agreement will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by both parties. The failure of a party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by one or both of the parties of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of a party to enforce each and every such provision thereafter.

12.7 In the event that any term, covenant or condition of this Agreement is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction, then this Agreement with respect to the remaining terms, covenants or conditions will continue in force.

12.8 It is expressly agreed that the parties intend by this Agreement to establish a relationship between RingPartner and You, but that it is not the intention of either party to undertake a joint venture or to make You in any sense an agent, employee, or partner of RingPartner. The parties expressly agree that they are independent contractors, and that this Agreement does not in any way create a partnership, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever.

12.9 This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and permitted assigns of both parties.

12.10 This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement, supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written.


EXHIBIT A

TELEPHONE CONSUMER PROTECTION ACT (TCPA) COMPLIANCE AGREEMENT

If You are marketing and promoting the Offer through a Call Center, You hereby agree to the following terms and conditions:

1. For the purposes of this TCPA Compliance Agreement, a "telemarketing call," or "telephone solicitation," shall be defined as the initiation of a telephone call or message for the purpose of encouraging the purchase or rental of, or investment in, property, goods, or services, which is transmitted to any person.

2. All Call Centers must be manual dialing versus predictive dialing. Predictive dialing is not permitted unless the consumer has provided his/her prior express written consent and You can submit documented proof of such consent.

3. If You are dialing a mobile phone number or residential telephone landline number with an automatic telephone dialing system, or a pre-recorded or artificial voice, You must be able to show prior express written consent that You are permitted to dial such mobile phone number or residential telephone landline number for the purposes of making a telemarketing call or telephone solicitation.

4. You must receive new consent from any consumer(s) that You plan to market and promote an Offer to such consumer through a Call Center. New consent must:

(i) have been received by You after November 1, 2013;

(ii) be in writing bearing the signature of the consumer providing consent (written consent includes a written confirmation with an electronic or digital form of signature);

(iii) specify the telephone number (whether mobile phone number or residential telephone landline number) to which the consumer is providing consent to be called by You;

(iv) clearly authorize You to call the consumer using an automated telephone dialing system or pre-recorded message for telemarketing calls or telephone solicitations;

(v) not be a condition of purchasing any goods or services; and

(vi) be required regardless if You have established a prior business relationship with the consumer.

5. Your failure to comply with the terms and conditions of this TCPA Compliance Agreement will result in immediate termination of the Agreement and forfeiture of all Commissions due and payable to You.

ACCEPTABLE USE POLICY

Effective December 1, 2013

This Acceptable Use Policy (“Policy”) sets forth the terms and conditions that you as member (hereinafter, the “Distribution Partner”, “you”, or “your”) of the RingPartner Marketing and Distribution Program (the “Program”) agree to abide by when promoting and selling any product(s) and/or service(s) (the “Offer”) which are being made available to you through the Program.

Ring Partner Inc. (hereinafter, “RingPartner”, “we”, “us”, or “our”) reserves the right, in its sole discretion, to change, modify, add and/or remove portions of this Policy at any time without prior written notice to you. Notice regarding any changes to this Policy will be placed in a prominent location in the Program and will take effect immediately upon its posting. Your continued use and participation in the Program following the posting of the changes to this Policy will constitute your acceptance of any and all changes. You are encouraged to regularly reference this Policy before engaging in any new or questionable marketing strategies.

1. YOUR DISTRIBUTION PARTNER ACCOUNT

1.1 To ensure timely payment and accurate communication channels, you are responsible for maintaining the correct contact and payment information in your account. Profile information must be updated before the last day of the calendar month in order for you to receive payment for any applicable commissions generated and payable to you during the applicable month.

1.2 Registration of more than one account (per individual or company) in the Program, without our prior written approval is prohibited.

1.3 You are legally responsible for all activity through your Program account at all times.

1.4 You, through action or inaction, cannot sell or permit access to your Program account to any third party for whom you do not have 100% control and authority over.

1.5 If applicable, you are at all times solely responsible and liable for the activity of any sub-distribution partner(s) that you may engage to promote the applicable Offer(s) available through the Program.

2. USE OF TESTIMONIALS

2.1 Any website that is used to promote an Offer may include a testimonial only if such testimonial:

(a) is truthful;
(b) is not deceptive or misleading;
(c) reflects the honest opinions, findings, beliefs, and/or experiences of the person providing the testimonial;
(d) is substantiated; and
(e) otherwise complies with the Federal Trade Commission guidelines or any other applicable laws and regulations concerning the use of endorsements and testimonials in advertising.

3. WEBSITE REQUIREMENTS

3.1 Any and all websites used to promote an Offer must at all times:

(a) Be fully functional at all levels, with no “under construction” sites or sections;
(b) Not consist solely of a list of links or advertisements; and
(c) Not include spawning process pop-ups.

4. OFFER TERMS AND CONDITIONS/RESTRICTIONS

4.1 Offers available through the Program may have additional “terms and conditions” specific to that Offer campaign and must be agreed to before gaining access to any of the applicable marketing materials. By promoting the Offer(s), you agree to comply with all Offer campaign-specific “terms and conditions” at all times.

4.2 Offers available through the Program may have search engine marketing (“SEM”) restrictions specific to that Offer campaign. By promoting the Offer(s), you agree to comply will all SEM restrictions at all times.

5. MOBILE/TELEPHONE MARKETING

5.1 Only Offer campaigns identified as “mobile optimized campaign” may be promoted with media purchased through mobile targeted exchanges, which may include without limitation Jumptap, or Google Mobile Ads.

5.2 You agree that if promoting any Offer through Mobile and/or Telephone Marketing, you agree to comply with all applicable laws, rules, regulations, and treaties which shall include without limitation, compliance with the Telephone Consumer Protection Act of 1991, the Telemarketing and Consumer Fraud and Abuse Prevention Act of 1994, the Telemarketing Sales Rule established by the Federal Trade Commission and the CAN-SPAM Act of 2003 as amended.

5.3 You agree that if promoting any Offer through Mobile Marketing, you agree to comply with any state, provincial, and federal statutes regarding the initiation and/or content of telemarketing sales calls as well as strict adherence and implementation of any Do Not Call (DNC) lists on any state, provincial, or federal level. You agree to maintain adequate standards and procedures for the timely acquisitions of all applicable state, provincial, and federal Do Not Call lists and will timely screen all outbound telemarketing lists used in making telemarketing calls against such lists to ensure that no call are made in violation of any state, provincial, and/or federal telemarketing laws.

5.4 You agree that if promoting any Offer through Mobile Marketing, namely Short Message Service (SMS) you agree to comply with any state, provincial, and federal statutes as well as strict adherence and compliance with the Telephone Consumer Protection Act of 1991. You are prohibited from promoting any Offer via SMS unless you have received the recipient’s prior express written consent to send commercial advertisements to the recipient’s mobile device.

6. CONTENT LOCKING

6.1 For the purposes of this Policy, the term “Content Locking” is considered a form of incentivized marketing, and if used by you, must adhere to all requirements included in the Incentives section of this Policy. If any form of content is used as an incentive, you must have legal rights to use such content, and its use must first be approved in writing by us, such approval which may be unreasonably withheld and delayed.

7. CREATIVES

7.1 You shall not post, display, transmit, or make available for download any content, images, pictures, or logos in connection with us, the Program, or any Offer(s) that infringes on trademarks or intellectual property rights of a third party, or that you do not have the legal license and right or authority to use.

7.2 The use of free images found through Google Image Search or any other means is prohibited. Should you wish to use non-provided images, it is recommended that you license images from third party providers.

8. FRAMES

8.1 The framing of our website(s) (generally campaign landing pages) into a Distribution Partner or third party website is prohibited without our prior written consent. Framing includes but is not limited to the use of:

(a) Iframes;
(b) Hidden Frames; and/or
(c) Mirrors

9. FRAUD
You, and any Sub-Distribution Partner you may engage with (if applicable) to promote the Offer(s), who commit fraudulent activities, will forfeit all earned commissions for all Offers that are being promoted in your account. Forfeiture of commissions will apply to commissions generated through your account and will not be limited to only those commissions associated with the fraudulent activity. In addition to the forfeiture of commissions, your account will also be deactivated effective immediately. We reserve sole judgment in determining fraudulent activity.

Fraudulent activity includes, but is not limited to:

(a) Use of false data or credit card numbers on any signup form, contract, online application or registration;
(b) Use of unauthorized data or credit card numbers in the name of third parties on any signup form, contract, online application, or registration;
(c) Manipulation of tracking information or our unique tracking links and landing pages to artificially inflate leads/ actions and thereby increase the amount of commissions earned;
(d) Cookie stuffing – No more than one cookie may be set when a page is called, regardless of whether these cookies are set in different areas of the page, ad servers, pop-ups, pop-unders, layers or other elements loaded when the page is called;
(e) Any generation of leads or transactions in bad faith by you and any sub-distribution partners, or from any device, program, robot, computer script or other automated methods to artificially inflate commissions;
(f) Autospawning of browsers;
(g) Automatic redirecting;
(h) Misdirecting;
(i) Blind text links;
(j) Distribution or use of Spyware or malware;
(k) Phishing;
(l) Spoofing; or
(m) Any generation of clicks that do not map any conscious action by an individual user, including but not limited to:

(i) Repeat manual clicks;
(ii) Use of robots or other automatic means to generate clicks; and
(iii) Faking tracking information to stimulate links.

10. GOVERNMENT AFFILIATION

10.1 You shall not represent yourself as being affiliated in any way with any government agency.
Impersonation of government websites or agencies is strictly prohibited, and includes but is not limited to:

(i) Use of any search engine display URLs or actual URLs which contain or are variations on the domain ".gov";
(ii) Text/images within a website which reference an affiliation with a government agency; or
(iii) Bidding on keywords that contain the name of any government agency

If you engage in any of the above activity, you will forfeit all earned and owing commissions and your account will be deactivated immediately.

11. INCENTIVES

11.1 The use of incentives is strictly prohibited unless allowed as indicated in the Offer and/or unless expressly approved in writing by us. Proof of written approval to use incentives may be requested from us at any time. Incentives cannot be provided to users in exchange for clicking on the Offer or generating any other form of action for an Offer. Incentives include, but are not limited to, awarding users:

(a) Cash;
(b) Points;
(c) Prizes;
(d) Contest entries;
(e) Access to torrent files;
(f) Access to site content or functionalities; and
(g) Any other tangible or intangible item of value transferred or licensed to a user or a person or entity under the control of a user.

11.2 If approved to use incentives, you may only use incentives on sites included in your Program account profile, and you must only use the type or form of incentive for which you have been approved to use.

11.3 You may NOT:

(i) Permit any sub-distribution partner to use incentives for marketing any campaigns from Us; or
(ii) Broker any Program incentive Offer(s) to another network

12. MESSAGE BOARDS/CLASSIFIEDS

12.1 You are not permitted to advertise, promote, sell or place any Offer(s) on the following, unless otherwise authorized in writing by RingPartner:

(i) Third party website internal communication systems;
(ii) Message boards;
(iii) Chat rooms; or
(iv) Free classified sites, including but not limited to:
o Backpage
o Craigslist
o Kijiji;
o MySapce.com;
o Tagged.com; and
o Yahoo Answers

This includes but is not limited to:

(a) Posting Offer links directly in a Craigslist, or any other similar market place, or classified ad listing;
(b) Posting links for a Distribution Partner website or landing page designed primarily to promote the Offer in a Craigslist, or any other similar marketplace, listing; and
(c) Collecting email address data generated from a Craigslist, or any other similar marketplace, classified ad listing and later sending promotional emails including the Offer to those email addresses

13. OFFLINE MARKETING

13.1 Offline marketing of any Offers is only permitted with our prior written consent. Offline marketing includes but is not limited to:

(i) Leads or sales via inbound and outbound call centers;
(ii) Leads or sales generated through physical shops, mall kiosks, on campus information booths, etc.; and
(iii) Any lead or sale where the Distribution Partner or other third party submits a lead or concludes a sale on behalf of the actual end user.

14. SOCIAL MEDIA

14.1 If you wish to promote an Offer through social media sites such as Facebook, Twitter, or YouTube, you must abide by terms and conditions and guidelines of the applicable social media site at all times. We reserve sole judgment in determining permissible marketing and promotion of an Offer on any social media sites and will take action as we deem appropriate. Actions may vary from written warning to immediate account deactivation and forfeiture of commissions earned.

15. THIRD PARTY TRAFFIC

15.1 You are at all times responsible for traffic sent through your account. Many companies sell inexpensive traffic that result in poor quality performance and/or fraudulent activity. We recommend you perform appropriate due diligence before purchasing traffic from third party sources.