Affiliate Operating Agreement

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ExitExchange® AFFILIATE PROGRAM

This Agreement is between ExitExchange®, Inc. ("ExitExchange®"), and you, the company ("you" or "Company"), and relates to your company's participation in the Affiliate Program ("Program").

1. PROGRAM LINKS

a) You may not use any links to ExitExchange® site, which were not provided by ExitExchange® without prior written approval by ExitExchange®. ExitExchange® will not be responsible for rewarding referrals to you for new members entering ExitExchange® site from your site if you have not properly implemented the links and the URLs as specified by ExitExchange®. It is your responsibility to notify ExitExchange® of any malfunctioning of the link or any other problems with your participation in the Program.

b) You agree that you shall not present the Links or any images comprising the Links in combination with any other name or mark, in connection with your own goods or services, or in any manner that may suggest or imply that you or your goods or services are supplied by, sponsored by, endorsed by or affiliated with us.

c) You may not alter or change the images provided by us without our express prior written consent. You may not create links to our site other than Links provided by or approved by us, and you may not use the Links in any way that may alter the look, feel or functionality of our site. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of the Agreement.

d) As a member, you may not promote your ExitExchange® links through unsolicited emailing (i.e. spamming), newsgroup postings, or any other method of mass communication.

2. TRACKING YOUR REFERRALS

a) During the period of your participation in the Program, ExitExchange® will reward you traffic based on the following table for unique exits generated by members who joined ExitExchange® site directly through a ExitExchange® designated link on your site.

b) ExitExchange® will electronically track the customers that have visited ExitExchange® site from your site. All determinations of the referrals will be made by ExitExchange® in-house accountant: or its regularly engaged independent certified public accountant, which determination shall be final and binding on the parties hereto. ExitExchange® will credit your balance, once per day, for the total number of exposures earned by the member’s referred by you, multiplied by your traffic percentage.

c) ExitExchange® will make available to you a report listing the total number of members referred, their total unique exits, and the amount of traffic that you have earned, for the previous day.***

3. SIGNUP POLICY

a) ExitExchange® shall have the sole right and responsibility for processing all signups through every aspect of each transaction. All signups shall be placed by members directly with ExitExchange® and shall be subject to the acceptance policy by ExitExchange®, in its sole discretion. All orders accepted shall be subject to the terms and conditions of ExitExchange® then current terms and conditions. Such terms may be changed at any time, without notice to you.

b) You agree not to make any representations, warranties or other statements concerning any customer service matter, including ExitExchange® site policies, availability and/or pricing without the prior written consent of ExitExchange® and ExitExchange® is not responsible or liable in any manner for any such statements.

4. SPECIAL PROMOTIONS

You acknowledge that in the event that you and ExitExchange® enter into any special marketing and promotional activities not set forth in this Agreement, there may be additional costs. You and ExitExchange® shall agree in advance in a written promotion schedule (signed by an authorized representative of ExitExchange® and your Company) as to the scope of such special marketing and promotional activities and the amount of funds and/or other resources to be contributed to such activities by you and ExitExchange®. Any and all promotion schedules shall be deemed appended to this Agreement.

5. SITE QUALIFICATION

We may exclude sites that we feel do not qualify for participation in the Program because those sites:

a) promote sexually explicit material,

b) promote violence,

c) promote illegal activities,

d) promote discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age, or

e) violate intellectual property rights of others.

6. SCOPE OF AGREEMENT

a) Participation in the Program constitutes your agreement to be bound by the terms and conditions of this Agreement. ExitExchange® reserves the right, at its discretion, to change, modify, add or delete any portion of this Agreement at any time. Notification of changes to this Agreement will be posted in the Member's Section of the Program.

b) If the terms or conditions of this Agreement in its current form, or any future changes to this Agreement are unacceptable to you, or cause you to no longer be in compliance with the Agreement, you may terminate your participation in the Program by ceasing use of the ExitExchange® links and URL(s) and promptly notifying ExitExchange® of the same (see Section 8 regarding termination). Your continued participation in the Program within ten (10) days following the posting of notice of any changes in these terms and conditions will constitute a binding acceptance by you of such changes or modifications.

c) ExitExchange® may change, suspend or discontinue any aspect of the Program at any time, including the availability of any Program feature, database, or content, with or without notice.

7. LICENSING; OWNERSHIP

a) ExitExchange® grants you a revocable, limited, non-exclusive license to use the name, logos, trademarks, service marks, trade dress and proprietary technology (the "ExitExchange® Intellectual Property"), as provided by ExitExchange® during the registration process, on your site for the sole purpose of creating a link from your site to ExitExchange® site during your participation in the Program. You may not use the ExitExchange® Intellectual Property for any other purpose. Upon notice from ExitExchange®, you shall immediately terminate the use of the ExitExchange® Intellectual Property. Except as expressly set forth in this Agreement, you may not copy, distribute, modify, reverse engineer, or create derivative works from the ExitExchange® Intellectual Property.

b) You grant ExitExchange® a revocable, non-exclusive, worldwide, royalty-free license to use any of your names, logos, trademarks, service marks, trade dress, proprietary technology, graphic banners or other information submitted by you for participation in this Program as reasonably necessary to perform its obligations under this Agreement.

c) Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology including without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. The goodwill associated with the use of the same shall inure solely to the benefit of the owning party.

8. TERMINATION

a) You may terminate your participation in the Program at any time by sending an email with the Subject "Cancellation," along with your account number to: support@exitexchange.com. ExitExchange® will deliver you all traffic accrued until the point of termination.

b) ExitExchange® may, in its sole discretion, terminate or suspend your participation in the Program for any reason whatsoever, including, without limitation, breach of this Agreement or assignment of this Agreement or any portion of this Agreement by you without the prior written permission of ExitExchange®. Subject to the foregoing restriction, this Agreement shall be binding upon you and ExitExchange® and your and ExitExchange® respective heirs, executors, successors and assigns.

c) Upon termination by either you or ExitExchange®, each of us will immediately cease any and all use of the other's name, logos, trademarks, service marks, trade dress and proprietary technology, and, promptly (within ten (10) days) of the effective date of termination return or destroy all assets (digital, proprietary or otherwise), including all whole or partial copies thereof, belonging to the other; and, upon request of the other, will certify the same in writing to the other.

d) Sections 7(c), 8, 9 and 10 shall survive termination of this Agreement.

9. YOUR REPRESENTATIONS; INDEMNIFICATION

a) You represent and warrant that any material that is displayed on your site and/or provided by you for display on ExitExchange® site will not:
i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights;
ii) violate any applicable law, statute, ordinance or regulation;
iii) be defamatory or libelous;
iv) violate any applicable pornography or obscenity laws;
v) promote violence or contain hate speech; or
vi) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

b) You agree to indemnify, defend and hold harmless ExitExchange® and its affiliates, directors, officers, employees and agents, from and against any and all liability, claim, loss, damage, injury or expense (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of your representations, warranties or obligations herein.

10. GENERAL PROVISIONS

a) ExitExchange® site and the Program are provided on an "as is" basis without warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose. In no event shall ExitExchange® be liable to you for any direct, indirect, special, exemplary, consequential or incidental damages, whether such damages are alleged in tort, contract or indemnity arising out of the use or inability to use the ExitExchange® site, the failure for any reason to return users to your site or loss of data, even if ExitExchange® is informed of the possibility of such damages. In the event of dissatisfaction, your sole and exclusive remedy is to terminate participation in the Program.

b) Each party shall act as an independent contractor and shall have no authority to make or accept any representations or offers on the other's behalf.

c) This Agreement has been made in and shall be construed and enforced in accordance with the laws of the Commonwealth of Oregon. Any action to enforce this Agreement shall be brought in the federal or state courts located in Portland, OR.

d) If you need to send official correspondence, send it via certified mail return receipt requested to:

ExitExchange®, Inc.
921 SW Washington ST, Suite #224
Portland, OR 97205
Attn: Affiliate Program

e) The terms and conditions of this Agreement represent the entire understanding between ExitExchange® and you with respect to the subject matter of this Agreement, and supersede all prior and contemporaneous agreements express or implied, oral or written, except as herein contained. You may not modify or amend this Agreement other than by an agreement in writing signed by both ExitExchange® and you.