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Affiliate Terms
The following terms and conditions apply to your participation as an Affiliate in the "InsideUp Affiliate Program" and the establishment of links from your website ("Affiliate's Site) to the website located at www.InsideUp.com ("Website"). The Website is owned and operated by InsideUp, Inc. ("InsideUp"). InsideUp offers services, information, and other offerings through the Website (taken together, the "System"). Through the System, InsideUp collects business lead information from a business ("Lead") using a "Request-For-Quote Form" that is generated (in part) by links from affiliate websites and sells the Lead to the appropriate business service provider listed in the System. The System is offered subject to your acceptance, without modification, of all of the terms and conditions contained herein and all other operating rules, policies, and procedures that may be published from time to time on the Website (collectively, the "Agreement").

BY REGISTERING AS AN AFFILIATE WITH THE SYSTEM YOU ("YOU", "YOUR", OR "AFFILIATE") AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT REGISTER AS AN AFFILIATE.

1. Scope. Throughout the term of this Agreement, Affiliate may integrate and display links to InsideUp-designated web pages of the Website ("Links") on the Affiliate's Site. In order to use the System, you must register for an InsideUp Affiliate account ("Account"). You represent, warrant. and covenant that all information you provide for the purpose of registering as an Affiliate will be accurate, complete and current at all times. InsideUp will not be responsible for any matter (e.g. InsideUp's failure to make timely payments hereunder) resulting from inaccurate or out-of-date Account information.

2. Payment; Fees. During the term of this Agreement, InsideUp shall pay Affiliate fees in accordance with the terms and schedule for the campaign(s) selected by Affiliate in the InsideUp "Affiliate Tracking Center" ("Fees"). Fees are based on the amounts collected by InsideUp from advertisers ("Advertisers") for Leads generated through the Links on Affiliate's Site (as determined by InsideUp using reasonable tracking methodologies). All payments of Fees shall be made in US dollars by check (or by such other method as is selected by Affiliate during the Account registration process). Undisputed Fees will be paid to Affiliate monthly on the 30th day of each month for leads generated in the preceding month. (starting no less than thirty (30) days after the commencement of this Agreement). However, any Fees that would be less than $100.00 will not become due and payable until the end of the month in which the cumulative unpaid Fees equal or exceed $100.00. InsideUp reserves the right to not pay Fees to Affiliate in the event that (i) applicable Leads are not delivered through the System to Advertisers because the third party system used by InsideUp couldn't validate the lead contact information, or (ii) payment is not received from, or payment is refunded to, an Advertiser for an applicable Lead (iii) the same Leads are provided to Affiliate to other merchants. Fees paid on any Leads may be offset by InsideUp against future payments, or billed to Affiliate, in the event the applicable payment by an Advertiser is later refunded to such Advertiser.

3. Online Tracking. InsideUp will use the DirectTrack system to track through the Links on Affiliate's Site that results in the delivery of Leads to Advertisers through the System. No Fees will be due for Leads that InsideUp reasonably determines were generated through fraudulent, automated, artificial, or illegal means. InsideUp will make applicable online statistics available to Affiliate using the Direct Track system.

4. Mark Usage. Affiliate shall have the non-exclusive, limited right to use InsideUp's then-current name and logo as part of the graphic design of the Link ("Marks"); provided that, Affiliate will

(i) only use the Marks in accordance with InsideUp's Mark usage guidelines as may be provided to Affiliate by InsideUp and
(ii) Affiliate will immediately cease any Mark use upon InsideUp's request. Affiliate will only use the Marks provided by InsideUp for the purposes    of integration into the graphical design a Link. Affiliate shall not use any third party trademarks, logos, or the like in association with the Links.


5. Modification of Agreement. InsideUp shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by notifying you (which may be via email) of such Change. Changes may include, but are not limited to, changes in the scope of available fees, fee schedules or payment procedures, and Affiliate Program rules. In the event that you do not agree to such Change, you may terminate this Agreement by delivering written notice thereof to InsideUp within 10 days from notice to you of the applicable Change. Affiliate's continued participation in the Affiliate Program following the expiration of such 10 day period will constitute binding acceptance of the change.

6. Ownership;No Challenge to Intellectual Property Rights. You expressly acknowledge and agree that, as between you and InsideUp, InsideUp owns all right, title, and interest (including intellectual property rights throughout the world) in and to the System, the InsideUp Websites, and any software programs or tools, utilities, technology, inventions, devices, specifications, documentation, ideas, concepts, know-how, processes, methodologies, techniques, and materials of any kind used or developed by (or on behalf of) InsideUp in connection with the InsideUp Websites or the System (collectively "InsideUp Materials"). Except as expressly authorized by InsideUp in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any InsideUp Maters. You covenant that you will not assert any rights in, or challenge InsideUp's ownership of, any InsideUp Materials. InsideUp may terminate this Agreement without notice if you initiate any proceeding with the purpose or effect of challenging InsideUp's ownership interest in the InsideUp Materials.

7. Confidentiality. During the term of this Agreement, each party (a "Disclosing Party") may provide the other party (a "Receiving Party") with confidential and/or proprietary materials and information ("Confidential Information"). All materials and information provided by Disclosing Party to Receiving Party and identified at the time of disclosure as "Confidential" or bearing a similar legend, and all other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, shall be considered Confidential Information. Receiving Party shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated hereunder. The obligations in this Section 7 shall not apply to any information that

(i) is made generally available to the public without breach of this Agreement,
(ii) is developed by the Receiving Party independently from the Confidential Information,
(iii) is disclosed to Receiving Party by a third party without restriction, or
(iv) was in the Receiving Party's lawful possession prior to the disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party's request, Receiving Party shall return to Disclosing Party all Disclosing Party's Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party's Confidential Information as this Agreement.

The following shall be considered Confidential Information of InsideUp:
(i) the name and other identifying information of any Marketing Partner or Advertiser other than you; and
(ii) any information, including any Lead information submitted by any Advertiser or Marketing Partner on the System or on or through the InsideUp Websites.

The parties acknowledge that the harm caused by the wrongful disclosure of Confidential Information will be difficult, if not impossible, to assess on a monetary basis alone, and that legal damages may not be sufficient compensation for such wrongful disclosure. Therefore, either party may enforce its rights under this Section by equitable means, including, but not limited to, injunctive relief, in addition to any other remedies to which it is otherwise entitled.

8. Term; Termination. This Agreement shall commence upon your indication that you have accepted this Agreement by 'clicking through' the acceptance button on the InsideUp Website and or reviewing the Agreement provided to you by email. and, subject to Section 9, shall last until terminated in accordance with the terms of this Agreement. Either party may terminate this Agreement at any time upon the giving of written notice in the event that:

(i)the other party fails to discharge any obligation or remedy any default under this Agreement for a period continuing more than thirty (30) days after the aggrieved party shall have given the other party written notice specifying such failure or;
(ii) the other party makes an assignment for the benefit of creditors or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor's moratorium. InsideUp may, in its sole discretion, promptly terminate this Agreement in the event Affiliate uses the InsideUp Service in any libelous, defamatory or inappropriate manner. Affiliate hereby waives and releases InsideUp from all claims, liabilities and damages arising from the termination. Further, Affiliate waives any and all present and future rights to commissions earned after the effective date of termination.

9. Effect of Termination. Upon termination of this Agreement for any reason, all rights and licenses granted under this Agreement shall immediately terminate, Affiliate shall immediately cease use of the System and Marks, and Affiliate shall immediately remove all Links from the Affiliate's Site. The following provisions shall survive termination: 6, 7 and 9 through 17 (inclusive), as well as all use restrictions hereunder. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

10. Indemnification. You shall defend, indemnify, and hold harmless InsideUp, its affiliates, and each of its and its affiliates' employees, contractors, directors, suppliers, and representatives from all liabilities, damages, losses, claims, and expenses, including reasonable attorneys' fees, that arise

(i) from your breach of this Agreement,
(ii) from any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license intellectual property or other proprietary right of any third party,
(iii) from any claim related to your site, including, without limitation, content therein not attributable to us, or
(iv) otherwise from your use of the System. InsideUp reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with InsideUp in asserting any available defenses.

11. Warranty Disclaimer. THE SYSTEM (INCLUDING, WITHOUT LIMITATION, ALL CONTENT AND INFORMATION AVAILABLE THROUGH THE SYSTEM) IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. INSIDEUP, AND ITS SUPPLIERS, LICENSORS AND PARTNERS DO NOT WARRANT THAT:

(A) THE SYSTEM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;
(B) ANY DEFECTS OR ERRORS WILL BE CORRECTED;
(C) THE SYSTEM IS FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR
(D) THE RESULTS OF USING THE SYSTEM WILL MEET YOUR REQUIREMENTS.

12. Limitation of Liability. NEITHER INSIDEUP NOR ANY OF ITS SUPPLIERS, LICENSORS, OR PARTNERS SHALL BE LIABLE UNDER THE SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR

(I) ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORSEEABLE,
(II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES,
(III) ANY AMOUNTS THAT IN THE AGGREGATE EXCEED THE FEES PAID BY YOU TO INSIDEUP HEREUNDER DURING THE 6 MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES, OR
(IV) ANY MATTERS BEYOND THE REASONABLE CONTROL OF INSIDEUP.

13. Dispute Resolution. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Diego, CA using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Southern District of California.

14. Press Releases. You shall not issue any press release or other public statement regarding this Agreement, InsideUp, and/or InsideUp's affiliates or partners without the prior written consent of InsideUp.

15. Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, failure, delay or breakdown of the System, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

16. Notices. Except as provided elsewhere in this Agreement, both parties must send all notices relating to this Agreement: (a) for InsideUp, via registered mail, return receipt requested or via an internationally recognized express mail carrier to InsideUp, Inc., 8895 Towne Centre Drive #210, San Diego, CA 92122, and, (b) for you, at the email address listed on your Account, effective upon sending as long as InsideUp does not receive an error message regarding the delivery.

17. Miscellaneous. 1.The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. This Agreement is governed by the laws of the State of California, except for its conflict of law provisions. Neither party shall assign this agreement without the consent of the other party; provided that, either party may, without such consent, assign this Agreement to a successor to substantially all of its business or assets. The parties further agree that if any portion of this Agreement is illegal or unenforceable, such portion(s) shall be limited or excluded from this Agreement to the minimum extent required, and the balance of this Agreement shall remain in full force and effect and enforceable. This Agreement contains the entire understanding of the parties regarding its subject matter and, except as otherwise specified in this Agreement, can only be modified or waived by a subsequent written agreement signed by both parties.
Modified: January 7th, 2009
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