AFFILIATE MEMBERSHIP AGREEMENT

STANDARD TERMS AND CONDITIONS

 

This Affiliate Membership Agreement (“Agreement”) is between AKMG, a Florida corporation ("AKMG") and the Affiliate ("Affiliate”) providing the registration information.

 

WHEREFORE the parties agree as follows:

1.            DEFINITIONS

1.1.Content means information, data, text, documents, software, music, sound, photographs, graphics and video.

1.2.A "Corporate Affiliate" is any other person or entity that, directly or indirectly, controls such person, is controlled by such person, or is under common control with such person, with "control" meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person.

1.3.An “End User” means an actual or potential consumer, customer or other natural person.

1.4.An "Engagement" means any type of agreement or arrangement between an Advertiser and any Network Affiliate that can be performed on or in relation to the Internet, including affiliate marketing, performance-based linking, insertion order, or any other type of agreement or arrangement.

1.5.An “Entity” means a sole proprietorship, corporation, partnership, Limited Liability Company, trust, government agency or instrumentality or other Entity recognized by law as a legal person separate from its owners.

1.6.The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."

1.7."Intellectual Property Rights" means technology, templates, designs, Sites, methodologies, processes, names, strategies, marks, logos, Content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright and other intellectual property and proprietary rights therein and thereto.

1.8.A "Link" means any software, software code, programming or other technology or method (or any combination of the foregoing) that (i) creates a hyperlink between two Sites, or (ii) otherwise causes a Web access device to display to its user a banner, button, text-mention, word, phrase, logo or other textual or graphical material that, when activated by a person, results in a Site being served to such person or such person being able to electronically access, receive or obtain Content, products, services or other offerings from the linked Site.

1.9."AKMG Network" means one or more of the networks operated by AKMG and consisting of participating Merchants (i.e., Advertisers), on the one hand, and a proprietary pool of Sites (i.e., Network Affiliates), on the other hand. Through the AKMG Network and use of the AKMG Offering, such participants may explore, initiate and develop Engagements with each other, typically on a one-on-one basis, and, in turn, to track, report on and/or otherwise manage or have managed such Engagements.

1.10.“AKMG Offer/s/ings” means (a) AKMG's offerings to be a Network Affiliate or Advertiser participating on any AKMG Network and (b) offerings provided by AKMG or any AKMG Related Parties in the form of technology, software, reports and databases, customer support, account management and other client services, symposia, summits and other educational and networking events, as well as any other tools, services, and other resources that may be provided or otherwise made available from time to time.

1.11.“AKMG Related Parties” means AKMG corporate affiliates and its and their contractors, licensors, licensees and suppliers.

1.12."Merchant" means any person that owns or operates a Site and/or other business that can acquire customers or other types of End Users by way of the Internet.

1.13."Network Affiliate" refers to a Site that participates on one or more AKMG Networks and, through such participation and use of the appropriate AKMG Offerings, desires or makes itself available to be recruited or to enter into Engagements to display, distribute or place Qualifying Links provided by Advertisers for compensation.

1.14."Network Affiliate Account Area" means, for any AKMG Network, the Webpage(s) or other area of the Site having the URL designated from time to time by AKMG for use by members of that Network for the purpose of facilitating formation of Qualifying Links, accessing reports and otherwise participating in such AKMG Network.

1.15."Advertiser" refers to a Merchant that participates on one or more AKMG Networks and, through such participation and use of the appropriate AKMG Offerings, desires or seeks to recruit Network Affiliates to enter into Engagements with such Merchant in order to display, distribute or place its Qualifying Links for compensation.

1.16.A "Person" is to be broadly construed and includes any natural person or Entity.

1.17.A "Qualifying Link" means any type or format of link that is provided or authorized by a Advertiser to be displayed, distributed or placed on or by a Site pursuant to an Engagement and which, through addition and/or use of any technology and/or methodology, can be tracked so that such Advertiser can monitor the impressions, click-throughs, conversions, and/or other tracked activities achieved by the display, distribution and/or placement of such link. The term Qualifying Link shall also refer to any equivalent link, mechanism or technology that, upon being activated, causes the same result as clicking on a Qualifying Link.

1.18.A "Tracked Activity" means any type of pre-agreed or predefined activity or result that is sought by a Merchant in relation to a Qualifying Link. The kinds of tracked activities that a Merchant may seek to promote through such arrangements may include, by way of example, impressions, click-throughs, the sale of products or services, the downloading of software, files or other items, the completion of an application, registration or other form, the opening of an account, membership enrollment, conversions, the number of sales or actions from impressions, clicks, or leads,  or any other kind of action, transaction or activity that can be tracked and reported upon.

1.19."Web" or "Internet" or "online" means the global computer network currently referred to as the Internet, including the World Wide Web, and any and all successor networks, irrespective of what wired, wireless or otherwise connected device, platform or technology is used to access it.

1.20."Site" means, as the context requires, either (a) one or more Web pages, database, computer files, emails, scripts, software or other application, or other destination, together with supporting files and programming, that are on, provided, or accessible through the Web or works on or in relation to the Web, or (b) a person owning or operating any such Site, or (c) both. A person that owns or operates a Site may have offline businesses which would not preclude it from being a Site for the purposes of this Agreement.

2.            REGISTRATION AND AFFILIATE ASSENT

2.1.Affiliate Assent: Affiliate hereby agrees and understands that by Affiliates registration, use and participation in the AKMG Offerings, services and Network that he agrees to and is bound to the terms and conditions herein contained in this Agreement.

2.2.Registration: Affiliate must provide AKMG with truthful, accurate and complete registration information. If the registration information changes at anytime, Affiliate must immediately notify AKMG and update Affiliate’s registration information.

2.3.Verification: AKMG may, in its sole discretion, confirm or otherwise verify or check, the truth and accuracy of any registration information provided by Affiliate. Affiliate’s participation in the AKMG Network as a Network Affiliate does not depend on Affiliate’s credit worthiness or financial stability. AKMG is not making as part of the registration process, and will not otherwise make, any type of inquiry to any third party regarding any individual's credit history and personal financial information without first obtaining such individual's express prior authorization to do so. If at anytime AKMG, in its sole judgment and discretion, determines the Affiliate registration information to be misleading, inaccurate or untruthful, AKMG may restrict, deny or terminate Affiliate’s account, Affiliate’s access and use of, and/or any benefits derived from Affiliate’s participation on, any AKMG Network; AKMG may also withhold payment of any commissions and/or other fees that may be or become due or payable to Affiliate, and may assess charges against such amounts for AKMG's activities in connection with the investigation and/or verification of such information and/or otherwise in accordance with this Agreement.

2.4.Eligibility: To join any AKMG Network, the Affiliate representative or person signing and entering into this Agreement must be an individual of legal age. Affiliate is solely responsible for the expense his own computer equipment and Internet access.

2.5.Use of the Network: Affiliate may use the AKMG Networks only for the business purposes contained herein and not for personal, household or family purposes.   

3.            AFFILIATE PARTICIPATION

3.1.Participation: Subject to the terms and conditions in this Agreement, Affiliate may use and offer the AKMG Offerings to Network Affiliates via the Network Affiliate Account Area or otherwise to enter into, track and report on, and/or manage (or have managed) affiliate marketing and/or other types of AKMG tracked Engagements on behalf of Affiliate business.

3.2.Voluntary Participation: Affiliate participation in any one or more AKMG Networks is as an Online Affiliate. Affiliate participation is purely voluntarily and Affiliate may terminate Affiliate participation at any time. Neither AKMG nor any Advertiser shall be construed or deemed as having solicited, requested or procured Affiliate or Affiliate services to promote AKMG or any Advertiser or its respective trade or business, or goods, products, property, or services.

3.3.Vendor Services. Affiliate are not and shall not, at any time, be deemed to be a vendor, supplier or provider of goods or services to AKMG, and neither Affiliate participation on any AKMG Network, use of any AKMG Offerings or receipt of payment of any compensation under any AKMG tracked Engagement shall be construed or be deemed to be an inducement for, solicitation of Affiliate to provide any products or services to AKMG.

3.4.Regulated Business: Affiliate represents, warrants and covenants that Affiliate businesses and activities will not cause, nor could cause, AKMG or any Site with which Affiliate has entered into a AKMG tracked Engagement to be or become subject to any law, rule or regulation adversely affecting AKMG or such Site, and Affiliate shall defend and indemnify AKMG and such Sites against any such adverse effect.

4.            ENGAGEMENTS AND QUALIFYING LINKS

4.1.Use of Qualifying Links: Each Qualifying Link used by Affiliate in relation to an AKMG tracked Engagement must include, in unaltered form, the special "tagged" link codes and/or other transaction tracking codes in the manner and format made available or otherwise dictated by AKMG that, among other things, associates such Qualifying Link with such Engagement.

4.2.Valid Referrals Only: Affiliate will place or use Qualified Links of an Advertiser only with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable tracked activities for the benefit of such Advertiser. Affiliate may not knowingly permit any person to activate a Qualifying Link or inflate the amount of any sought-after or resulting tracked activities through any method or technology that does not actually deliver an End User to the destination Site associated with such Qualifying Link.

4.3.AKMG's Determination of Compensation: AKMG in its sole and absolute discretion and judgment shall determine a link as being qualified and compensation due thereof to Affiliate and all determinations of Qualifying Links and the compensation due to Affiliate made by AKMG shall be final and binding on Affiliate. AKMG's services do not involve investigating or resolving any claim or dispute involving Affiliate and any Advertiser or other third party person. If AKMG, in its sole discretion, elects to investigate or otherwise become involved in any such claim or dispute, it shall not thereby undertake, assume or have any duty, obligation or liability to Affiliate or any other party to the claim or dispute and Affiliate shall indemnify AKMG from any and all claims arising out of said claim or dispute.

4.4.Merchants' Terms and Conditions. In addition to and without limiting Affiliate’s obligations under this Agreement, the terms and conditions of the Advertiser's Engagement govern Affiliate’s performance of such Engagement including Affiliate’s use of the associated Qualifying Links, the tracked activities sought, the compensation that might become payable, and any limitations or restrictions that may apply to Affiliate’s promotion of such Advertiser or its Qualifying Links. AKMG has no liability or responsibility to review, endorse, police or enforce any such Engagements.

4.5.Distribution of Qualifying Links: If Affiliate currently distributes, or plans to distribute, Qualifying Links to or through Sites other than those owned or operated by Affiliate and registered with AKMG, Affiliate may only do so upon AKMG's approval. Such approval may be unreasonably withheld by AKMG and may be conditioned upon Affiliate’s agreement to additional terms and conditions and additional disclosures.

4.6.No Modification of Qualifying Links: Affiliate will not modify, circumvent, impair, disable or otherwise interfere with any tracking codes and/or other technology and/or methodology required or made available by AKMG and/or the Advertiser to be used in connection with such Qualifying Link.

4.7.Termination of Qualifying Links: AKMG or the relevant Advertiser may terminate any Qualifying Links associated with any affiliate marketing programs of, and/or other AKMG tracked Engagements with which Affiliate has entered into with Advertiser. Affiliate must remove any Qualifying Links after any termination of the corresponding Engagements, including termination or expiration of a relevant Advertiser's participation. If Qualifying Links are not removed, AKMG may redirect such links as it determines in its sole discretion, with or without compensation to Affiliate.

4.8.Discontinuing Use of Qualifying Links: Affiliate may at any time discontinue use of Qualifying Links by removing such Qualifying Links from Affiliate’s Site or marketing creative, with or without notice to AKMG or, subject to the terms of Affiliates Engagement with the relevant Advertiser, provided, however, that Affiliate remain subject to such Engagement and this Agreement until Affiliate separately terminates the Engagement or Agreement.

4.9.AKMG as Neutral Host: Participation in any AKMG Network is not an endorsement by AKMG of any Advertiser or Network Affiliate. AKMG operates the AKMG Networks and/or provides the AKMG Offerings as a neutral host, and although AKMG may regularly or proactively monitor, regulate or police the usage thereof by any of its participants, AKMG is not responsible or liable for the acts, omissions, agreements or promises of or by any Advertiser, Network Affiliate or other Site using AKMG offerings to enter into any arrangement or otherwise work with any other person or Entity.

4.10.Independent Contractors. AKMG is the host of each AKMG Network. Advertisers and Network Affiliates are independent parties and AKMG does not and shall not have any responsibility or liability for the acts, omissions, promotions, Content or Qualifying Links or other  Links of any Advertiser, Network Affiliate or other third party, including breaches of Engagements by Advertisers, or for screening or policing the Sites or actions of Advertisers or Network Affiliates.

5.            REPORTING

5.1.Reports and Revisions: Affiliate acknowledges and agrees that each Advertiser whose Program Affiliate joins shall receive reports from AKMG that may identify Affiliate and may include data about Affiliate and Affiliate’s Qualifying Links with that Advertiser. If AKMG is notified by Advertiser that it believes that its reports about its relationship with Affiliate contain an error or omission or otherwise require adjustment, AKMG may elect to revise those reports as requested by the Advertiser and make corresponding changes to Affiliate Reports in AKMG’s sole discretion and judgment. Affiliate understands that the reports AKMG provides Affiliate and Advertiser are the basis for calculating the compensation, if any, due to Affiliate from Advertiser, any such adjustment by AKMG may affect the amount of compensation to which Affiliate is entitled.

5.2.Data Furnished by Advertisers: In providing AKMG Offerings, including giving Affiliate reports on Affiliate’s Network activities, Affiliate agrees that AKMG relies on data provided by Advertisers and that AKMG is not obligated to confirm, and does not warrant or guarantee, the accuracy, truth or completeness of any data provided by Advertisers.

5.3.Errors: If Affiliate believes that any of Affiliate Reports for any month contains errors in the data about Affiliate’s Engagement with any Advertiser, Affiliate must notify AKMG in writing within ten (10) days after the end of that month or any shorter period in Affiliate’s Engagement. Affiliate agrees and understands that AKMG, in their sole and absolute discretion and judgment shall make a determination within fourteen (14) days of any corrections to the Affiliate Reports and Affiliate agrees that said determination shall be final and binding upon Affiliate.

5.4.No Personal End User Data. In order to provide any of the AKMG Offerings, AKMG does not require to be provided, nor does it capture any personally identifiable information about any End User who undertakes tracked activities in relation to Affiliate or any Advertiser. Affiliate hereby indemnifies and holds AKMG harmless from any End User or any other person if Affiliate, any Advertiser or other third person should provide such information to AKMG for whatever reason.

5.5.Privacy Policy.  Affiliate will ensure that any and all Sites and marketing channels employed by Affiliate in connection with Affiliate’s participation in any AKMG Network or any AKMG tracked Engagement will feature an easy-to-understand privacy policy, linked, posted conspicuously on Site's home page, with a Link that contains the word "Privacy", "Legal", "Terms" or similar language. Said privacy policy shall, in addition to the disclosures about Affiliate’s privacy practices, identify the collection and use of any information Affiliate provides or may provide to AKMG and to any Advertiser or other Sites or persons with which Affiliate has an AKMG tracked Engagement or other arrangement in relation thereto. As to Affiliate’s personal information, AKMG may use Affiliate’s personal information in any manner or for any purpose that AKMG determines to be appropriate or necessary in its sole discretion in connection with conducting any activities of or on any AKMG Network and in relation to AKMG's business. Furthermore AKMG may disclose said information to government agencies or officials upon their request, even if not compelled by a subpoena or other legal process, and without any duty on AKMG’s part to independently confirm that such agencies or officials are legally entitled to such disclosure.

5.6.Backing Up Data and Other Precautions. Data transfer, conversion, processing and storage are subject to the likelihood of human and machine errors, delays, interruptions and losses and AKMG hereby disclaims all warranties and Affiliate shall hold AKMG harmless from any and all liability that may arise from the above. Affiliate is solely responsible for adopting measures to limit the impact of such events, including backing up any reports or data provided to Affiliate. AKMG may, from time to time, with or without notice, change the time period covered, type and/or scope of current or historical data stored by AKMG and/or to which it provides Affiliate with access.

6.            AFFILIATE OBLIGATIONS, REPRESENTATIONS, AND NON-CIRCUMVENT

6.1.For purposes of this Section  Affiliate agrees that aggregate campaigns shall be all those advertising campaigns that Affiliate ran for AKMG on any one specific AKMG client/Advertiser (“Aggregate Campaigns”) for the previous EIGHTEEN (18) Months prior to the breach specified in Section 6.2

6.2.During the term of this Agreement and for a period of EIGHTEEN (18) months thereafter, regardless of the reason for termination, Affiliate agrees that it will not knowingly engage, contract, license, and/or permit any person, firm, or entity to work with any of AKMG’s client’s that were a client of AKMG as of EIGHTEEN (18) months prior to the conclusion or termination of this Agreement on same or similar AKMG Offerings, Engagements, or advertising campaigns , without prior written approval by authorized party at AKMG. Affiliate agrees and understands that AKMG has incurred significant expense forming AKMG’s affiliate network and in recruiting Advertiser, and Affiliate agrees and understands that in the event of a breach by Affiliate of this section, Affiliate SHALL pay AKMG as liquidated damages an amount equal to AKMG’s profits for the preceding EIGHTEEN (18) months generated by the Aggregate Campaigns, or shorter in the event the Aggregate Advertising Campaigns ran for a shorter period of time.  The liquidated damage remedies provided herein in this section shall not preclude AKMG from seeking injunctive relief.

6.3.Affiliate further agrees that it will not in any way bypass or circumvent, or attempt to bypass or circumvent, AKMG and any AKMG Network in connection with any Engagement Affiliate may have entered into with any Advertiser. This includes entering into a direct relationship or linking arrangement where AKMG provided Qualifying Links are not used in accordance with this Agreement such that AKMG is unable to track and monitor the commissions owing to Affiliate under an AKMG tracked Engagement or the fees owing to AKMG. Affiliate may not enter into any relationship that would result in the avoidance or reduction of the AKMG tracking process, the commissions to be paid pursuant to this Agreement, or the fees to be paid to AKMG as a result of any tracked Engagement,  Further, if AKMG brokers an introduction or arrangement between Affiliate and any Advertiser through any AKMG Offering, Affiliate and such Advertiser will track any resulting Engagement through using a AKMG Network using AKMG provided Qualifying Links and Affiliate agrees that AKMG shall be paid under the current AKMG Offering. This includes using Affiliate’s Network Affiliate Account Area to investigate Advertiser terms and contacting such Advertisers directly to enter into Engagements that are not tracked by AKMG provided Qualifying Links. AKMG will be deemed to have brokered an introduction or arrangement and payment shall be due under the current AKMG Offering in any of the following circumstances: (i) such Advertiser recruits or otherwise first contacts Affiliate through use of any AKMG Offerings; or (ii) Affiliate applies to such Advertiser's affiliate marketing program or otherwise first contacts such Advertiser through use of any AKMG Offerings; or (iii) at Affiliate’s request or the Advertiser's request or with Affiliate’s or its express involvement, AKMG arranges an introduction or facilitates the consummation of an arrangement between Affiliate and such Advertiser through the use of any AKMG Offerings, (c)Affiliate’s obligations under this Section will survive any termination by Affiliate or AKMG of Affiliate’s participation in any AKMG Networks for a period of one EIGHTEEN (18) months after such termination. Notwithstanding the preceding sentence, Affiliate’s obligations under this Section will cease with respect to any individual Advertiser upon the expiration or termination (other than due to breach by such Advertiser) of such individual Advertiser's participation in the relevant AKMG Network.

6.4.Non Solicitation.  During the term of this Agreement and for a period of EIGHTEEN (18) months after termination of this Agreement, Affiliate shall not solicit AKMG employees, the identities of which may be disclosed to Affiliate during the term of the Agreement. Affiliate agrees that monetary damages for a breach of or a threatened breach of this Section will not be adequate and that AKMG shall be entitled to injunctive relief (including temporary and preliminary relief). If Affiliate shall employ an AKMG employee in violation of this Agreement then AKMG shall be entitled to liquidated damages of two times the employee's total current salary and compensation for a period of one year.

6.5.Affiliate may not use any AKMG Offerings in connection with aggregating, soliciting or recruiting Advertisers, Network Affiliates, other Sites or other persons to form or join an affiliate marketing, advertising or similar network.

6.6.The parties expressly acknowledge and agree that the laws of the State of California shall not be applicable to this Agreement, and specifically sections 6.1,6.2, 6.3 6.4, and 6.5, under any circumstance whatsoever.

7.            AFFILIATE LICENSING

7.1.Use of AKMG Offerings: Affiliate is authorized to run AKMG Offers as specified in the Network Affiliate Account Area and Engagement and through the traffic channels therein specified.  and For each AKMG Network of which Affiliate is a member in good standing, AKMG grants Affiliate a personal, non-exclusive, non-transferable, non-sublicense able, revocable and limited license and right, subject to the terms of this Agreement to: (a) Participate in any AKMG Network for which Affiliate have registered as a Network Affiliate, (b) Access the areas of the relevant Network Affiliate Account Area necessary for Affiliate’s participation in such AKMG Network as a Network Affiliate, (c) Solely for Affiliate’s use in connection with Affiliate’s participation in the AKMG Network, download any reports made available to Affiliate by AKMG, (d) Use any software code or other Content that is provided by AKMG Solely for the purpose of creating and maintaining Qualifying Links in accordance with this Agreement and Affiliate’s Engagements, for such purpose, and no other purpose, but only in the form so provided. All other use of any AKMG Network, Network Affiliate Account Area, any reports made available to Affiliate by AKMG and software code or Content, including modification, publication, transmission, transfer or sale of, reproduction, creation of derivative works, distribution, performance, display, incorporation into another Site or mirroring is prohibited.

7.2.Use of the AKMG Trade Name: This Agreement does not grant to Affiliate any license or right to use AKMG's name or any of its logos, trade or service names or marks, except to the extent required to be used in connection with a URL. Any press release or other public announcement by Affiliate regarding this Agreement or any AKMG Network or that mentions AKMG shall require the prior written approval of AKMG, and said approval may be unreasonably withheld by AKMG. Affiliate agrees that Affiliate shall not disparage AKMG or any of the AKMG Networks or any other participants thereof. In the event of a breach of this section by Affiliate, AKMG may terminate this Agreement immediately without notice and may withhold any payments due or accrued to Affiliate.

7.3.Duration of License Rights: The licenses granted to Affiliate in this Agreement with respect to any AKMG Network are valid only while Affiliate remains a member of such AKMG Network as a Network Affiliate in good standing and comply with this Agreement and AKMG may revoke any such license at any time without notice. AKMG reserves all rights that are not specifically granted to Affiliate by this Agreement.

8.            AKMG LICENSING

8.1.Use of Affiliate’s Content: Other than as provided below, in order to participate in the AKMG Network, Affiliate is not required to provide AKMG with any Content or other materials. Should Affiliate do so, by way of uploading, delivering or otherwise making available to AKMG any Content and/or other materials (including any Intellectual Property Rights therein and thereto), Affiliate agrees to grant, and hereby grants, to AKMG a non-exclusive, worldwide, royalty-free, sublicense able, perpetual license to use and store the same including in relation to conducting its business or performing any services in relation to any AKMG Network. This Section will survive any termination.

8.2.Use of Affiliate’s Name: AKMG shall have the right to refer to Affiliate by Affiliate’s name in connection with any AKMG Network and/or the performance or provision of any AKMG Offerings, including in communications sent to actual or prospective participants of the AKMG Networks in which Affiliate participate.

8.3.Disclosure of Business Relationship: Nothing in this Agreement shall prevent AKMG from making any public or private statements about Affiliate’s business relationship with AKMG and/or any Advertiser and/or Affiliate’s participation in any AKMG Network.

8.4.Use of Affiliate’s Logo: Except as expressly provided above, AKMG shall not use any of Affiliate’s logos and/or other trademarks without Affiliate’s prior written approval. Any and all uses of Affiliate’s logos and/or other trademarks shall be in accordance with Affiliate’s specified usage guidelines.

9.            REPRESENTATION AND WARRANTIES

9.1.Affiliate Representations: Affiliate represents, warrants and covenants as follows: (a) Affiliate has the legal right to conduct any business to be conducted by Affiliate including in respect to any Site(s) participating in any AKMG Network; and (b) Any and all information Affiliate provided as part of the registration process or otherwise shall be truthful, accurate and complete, irrespective of any independent verification or other determination made by AKMG; and (c) This Agreement has been duly and validly authorized, accepted, executed and delivered by Affiliate (or Affiliate’s authorized representative) and constitutes Affiliate’s legal, valid, and binding obligation, enforceable against Affiliate in accordance with its terms; and (d) The performance by Affiliate of this Agreement and the participation by Affiliate in any AKMG Network and any relevant Advertiser's Engagement does not and shall not conflict with or violate (i) any law, rule, regulation, order, judgment, decree, agreement or instrument applicable to Affiliate or (ii) if Affiliate is an Entity, any provision of Affiliate’s certificate of incorporation or other organizational documents.

9.2.Policies and Guidelines: Affiliate agrees to abide by all of AKMG’s policies and guidelines posted on AKMG’s web site. Affiliate further agrees that AKMG may amend, alter, or modify the policies and guidelines posted on the AKMG web site at any time and without notice to Affiliate.

10.         NON-DISCLOSURE

10.1.Confidential Information: Affiliate acknowledges that in connection with Affiliate’s participation in the AKMG Network and/or in one or more Advertisers' Engagements, Affiliate will be provided with confidential and proprietary data and information from time to time through reports as well as other AKMG Offerings to Affiliate through Affiliate’s Network Affiliate Account Area or otherwise. Such confidential and proprietary data and information may be owned variously by AKMG or Advertisers and/or its or their suppliers or contractors. Affiliate will only retain ownership of any data and information that Affiliate independently collects through Affiliate’s Sites without the use of AKMG Offerings, provided that any data and information that may be provided by Affiliate to AKMG shall be deemed to be covered by the licenses granted to AKMG under this Agreement.

10.2.Duty of Care: Affiliate will keep all reports, data and other confidential information provided to Affiliate through the Network Affiliate Account Area or otherwise strictly confidential. Without AKMG's prior written consent, Affiliate will not disclose any such confidential information to any third party or use any such confidential information other than solely as and to the extent required for Affiliate to perform under this Agreement and/or Affiliate’s Engagements with any Advertisers.

10.3.Disclosure of Confidential Information: Affiliate may disclose any such confidential information only to Affiliate’s employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such information.

10.4.Legally Required Disclosures: If Affiliate receives any document request, interrogatory, subpoena or other legal process (Request) that would, by its terms, require the disclosure of any Confidential Information protected by this Agreement, then promptly upon receipt thereof, and prior to making any response thereto, Affiliate will notify AKMG in writing of Affiliate’s receipt of such Request, and shall provide a copy thereof. Upon receipt of such notice, AKMG may seek to intervene in the matter in which the Request was issued to seek protection of the confidentiality provided for by this Section. Absent written agreement signed by AKMG, Affiliate may not make such disclosure absent an order or directive from the tribunal from which a Request was issued. AKMG will be entitled to seek and obtain injunctive relief preventing any breach of Affiliate’s obligations under this Section, without the need to show irreparable harm, and without the need to post a bond or undertaking.

11.         FEES AND PAYMENT

11.1.Advertiser Responsible for Payment: Affiliate acknowledges that Affiliate’s entitlement to any compensation reported with respect to any tracked activity (including if reported) is solely a function of the terms of AKMG’s agreement with the relevant Advertiser and that such Advertiser is solely responsible for Affiliates payment. AKMG is not liable or responsible for payment and collection  of amounts due to Affiliate even in the event that AKMG performs the function of processing payments to Affiliate on behalf of Advertisers.

11.2.Payment Terms: Affiliate understands that payment by AKMG shall be made fifteen (15) days from the date Affiliate receives the final payment report from AKMG for the monthly period, provided that the actions generated are not based upon fraud or any violation of the terms contained herein iin this Agreement.

11.3.AKMG's Right to Assess Fees: AKMG may, at any time upon prior written notice to Affiliate as described below, commence charging or assessing fees in relation to any or all AKMG Offerings made available to Affiliate including Affiliate’s participation on any AKMG Network(s). Except as otherwise expressly provided in this Agreement, in the event AKMG elects to charge or assess fees, Affiliate will be notified at least one (1) month in advance in writing by email or posting through the Network Affiliate Account Area. Affiliate may elect not to pay any such fees by discontinuing Affiliate’s participation in all AKMG Offerings prior to the commencement of such fees. Any and all fees or other charges may be offset against or debited from any amounts that might be held in account for Affiliate by AKMG or AKMG Related Parties including any amounts that may be due, payable or paid to Affiliate by any Advertisers or other third parties.

11.4.Tax: Affiliate agrees that Affiliate is solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with Affiliate’s participation in any AKMG Offerings, AKMG Network or any Advertiser Engagement.

11.5.Advertiser returned Actions or Leads. Affiliate agrees and understands that in the event that Advertiser returns any actions or leads to AKMG, Affiliate shall deduct said actions and returns and payment to Affiliate shall be reduced accordingly.

11.6.Source of Traffic: Upon request Affiliate shall disclose to AKMG the source or sources of their traffic in any given Offering. In the event that Affiliate fails to disclose said sources then AKMG may withhold the payment to Affiliate until Affiliate complies with AKMG’s request.

12.         TERMINATION OF ADVERTISERS

12.1.Any Advertiser's participation in any AKMG Network may end or be suspended for a number of reasons, including but not limited to expiration or early termination of its merchant agreement or demand from Advertiser, and Affilliate agrees and understands that AKMG may terminate Affiliate’s participation in AKMG’s program without notice.  In any event AKMG  shall endeavor in good faith,  but  does not guarantee, to give Affiliate two (2) days notice (said notice may be via e-mail or phone communication) before AKMG “kills links” of any offer being run by Affiliate.

12.2.If an Advertiser's participation in any AKMG Network ends or is suspended for any reason, its program conducted through such AKMG Network shall end or be suspended and AKMG may, without notice to Affiliate, terminate or suspend all Qualifying Links that Affiliate has with that Advertiser immediately or, in AKMG's discretion, at any time thereafter. AKMG shall have no obligation or liability to Affiliate because of any such termination or suspension of any Advertiser.

13.          DISCLAIMER OF WARRANTIES

13.1.AKMG and AKMG Related Parties hereby disclaim any and all warranties, express or implied, including any warranty as to accuracy, merchantability, completeness, correctness, security, non-infringement, title, or fitness for a particular purpose of any AKMG service, AKMG Network or any AKMG Offerings or that Affiliate’s use of the same will be uninterrupted or error-free, or that any Advertiser will be available (including in the event of being terminated for whatever reason from any AKMG Network) or can or will be willing to enter into any Engagement with Affiliate.

EACH AKMG NETWORK AND AKMG OFFERING IS PROVIDED "AS IS, WHERE IS" AND "AS AVAILABLE."

14.         LIMITATION ON LIABILITY

14.1.If Affiliate reasonably determines that any AKMG Offering or services does not materially meet AKMG's obligations under this Agreement, then Affiliate must notify AKMG in writing within ten (10) days of receiving any such allegedly nonconforming  AKMG Offerings or services. Affiliate’s failure to notify AKMG within ten (10) days of the above shall mean that Affiliate has accepted such services and AKMG Offers, and AKMG shall thereafter have no liability whatsoever with respect to such services and AKMG Offers. If upon receipt of any notice under this Section, AKMG may, at its sole discretion, re-perform the service in question or otherwise provide Affiliate with any substitution or replacement services in lieu thereof. Any re-performance or provision of substitute or replacement services shall in no event be construed as an admission that the original service was nonconforming or otherwise improper, and Affiliate’s acceptance of the same constitutes Affiliate’s sole remedy and in such case constitutes AKMG's maximum liability for any such alleged breach of this Agreement.

14.2.Notwithstanding the above, if any liability is imposed on AKMG or AKMG related parties, then Affiliate  agrees that the total liability of AKMG and AKMG Related Parties, and its and their officers, directors, employees, agents, subcontractors and representatives, to Affiliate will not exceed twenty five percent (25%) of AKMG’s net profits derived, under this Agreement with Affiliate, in the thirty (30) days prior to the breach or event that gave rise to the action or cause.  Affiliate recognizes and acknowledges that this limitation of damages is fair and reasonable, in light of the fact that AKMG is providing this service to affiliate at no charge to affiliate.

14.3.None of AKMG and AKMG related parties will be liable to Affiliate (whether in contract or based on warranty, negligence, tort, strict liability or otherwise) for any indirect, incidental, consequential, reliance, punitive or special damages, including loss of revenue or profits, even if such person was aware that such damages could result.

14.4.Any claim or cause of action arising out of Affiliate’s use of any AKMG Network, this Agreement or the Network Policies and Guidelines must be filed within ninety (90) days after such claim or cause of action arose or is forever barred.

14.5.IN THE EVENT OF A BREACH OF ANY OF THE TERMS OF THIS AGREEMENT BY AKMG, THE SOLE AND EXCLUSIVE REMEDY OF AFFILIATE AND ALL AGENTS SHALL BE RECOVERY OF DAMAGES not to exceed twenty five percent (25%) of AKMG’s net profits derived, under this Agreement with Affiliate, in the thirty (30) days prior to the breach or event that gave rise to the action or cause.   AKMG SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AKMG DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE SERVICES AND PRODUCTS PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT RESTRICTED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND INFRINGEMENT.

14.6.COMPUTERS NEED ROUTINE MAINTENANCE AND SOMETIMES BREAK DOWN, AKMG CANNOT CONTROL THE TIMING OR VOLUME OF ATTEMPTS TO ACCESS THE AKMG WEB SITE OR MEDIA SITES; AS A RESULT AKMG DOES NOT GUARANTEE THAT AFFILIATE OR ANY THIRD-PARTY WILL BE ABLE TO ACCESS THE AKMG WEB SITE OR MEDIA SITES AT ANY PARTICULAR TIME. EACH AKMG NETWORK AND AKMG OFFERING IS PROVIDED "AS IS, WHERE IS" AND "AS AVAILABLE."

15.         INDEMNIFICATION

15.1.Affiliate agrees to defend, indemnify and hold harmless AKMG and AKMG Related Parties, and its and their directors, officers, employees, agents, subcontractors and representatives for and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable attorneys' fees) that directly or indirectly arise out of or are based on: (a)  any misrepresentation or breach of any representation, warranty, or covenant made by Affiliate in this Agreement, (b) any conduct, or activity, error or omission by Affiliate, including in relation to Affiliate’s participation on any AKMG Network, performance of any AKMG tracked Engagement, or otherwise, (c) any violation by Affiliate of any law, regulation or rule, (d)  Affiliate’s use of any other AKMG Offerings, and/or (e) any actual or alleged infringement by Affiliate of any Intellectual Property Rights or other rights of any person, (f) or any other claim brought against AKMG arising out of Affiliate’s actions or omissions.

15.2.AKMG may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate. AKMG may participate in the defense of all claims as to which it does not assume defense and control, and Affiliate shall not settle any such claim without AKMG's prior written consent.

16.         AMENDMENTS

16.1.Amendments: Upon prior e-mail notice to Affiliate, AKMG may at any time amend any and all terms, conditions and/or provisions of this Agreement, including any Network Policies and Guidelines.

16.2.Changes in Service: Upon prior e-mail notice, AKMG may add, remove, suspend or discontinue any aspect of any AKMG Network’s or any other AKMG Offering.

16.3.AFFILIATE’S CONTINUED USE OF ANY AKMG NETWORK AND/OR AKMG OFFERING AFTER E-MAIL NOTICE IS GIVEN OF A CHANGE (AND AFTER EXPIRATION OF ANY APPLICABLE PRIOR NOTICE PERIOD) SHALL CONSTITUTE AFFILIATE’S BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH CHANGE. IF AFFILIATE DOES NOT WISH TO ACCEPT ANY SUCH CHANGE, THEN AFFILIATE MUST TERMINATE AFFILIATE’S ACCOUNT WITH SUCH AKMG NETWORK AND/OR AKMG OFFERING AND CEASE USING SUCH AKMG NETWORK AND ANY ASSOCIATED AKMG OFFERING.

17.         TERMINATION

17.1.Termination: Affiliate or AKMG may, at any time without Notice, and with or without cause, terminate this Agreement and Affiliate’s participation on any AKMG Network or use of any other AKMG Offering. Affiliate may effect such termination through Affiliate’s Network Affiliate Account Area or by written notice to AKMG subject to actual receipt thereof.

17.2.Restricted Use: Alternatively, AKMG may, in its sole discretion, suspend, limit, restrict, condition or deny Affiliate’s access to or use of all or any part of any AKMG Network or any AKMG Offerings.

17.3.Upon any termination of this Agreement and/or Affiliate’s participation on all AKMG Networks: (a) Affiliate shall immediately cease to use and remove from any and all Site(s), whether or not owned or operated by Affiliate, any and all Qualifying Links and all other Content or materials provided to Affiliate in connection with Affiliate’s participation on such AKMG Network or Affiliate’s use of any other AKMG Offerings, (b) Any and all licenses and rights granted to Affiliate under this Agreement shall immediately cease and terminate, (c) AKMG may terminate or, in its sole discretion, direct or redirect to any destination Site any and all Qualifying Links continued to be used by Affiliate without AKMG or any Advertiser incurring any further liability or obligation to Affiliate, (d) Any and all confidential or proprietary information of AKMG (including as applicable any confidential or proprietary information of Advertisers as and to the extent originally provided by AKMG) that is in Affiliate’s possession or control must be immediately returned or destroyed. If requested by AKMG, Affiliate will certify in writing and signed by Affiliate or an authorized officer as to the return or destruction of all such confidential or proprietary information.

17.4.AKMG may withhold and offset against any and all compensation and/or other fees that are then unpaid to Affiliate; following assessment of any fees or other charges owing to AKMG, and subject to AKMG holding any amount it determines in its sole discretion to be needed to support any of Affiliate’s indemnification and/or other obligations and/or liabilities under this Agreement, AKMG may refund any remaining monies to any of the Advertisers with which Affiliate had entered into a AKMG tracked Engagement. Such withholding of such compensation and/or other fees is in addition to any other rights and remedies that AKMG or any Advertiser may have in contract, at law or in equity.

17.5.All rights or remedies arising out of a breach of any terms of this Agreement shall survive any such termination of this Agreement and of Affiliate’s participation in any AKMG Network or Affiliate’s use of other AKMG Offerings.

18.         FTC and Compliance

18.1.AKMG is committed to helping the Online Media industry self regulate and abide by all laws and regulations. Affiliate agrees that it will keep itself informed as to all rules and regulations promulgated by the Federal Trade Commission (FTC) as well as the FTC Act (15 U.S.C. 45). Although it is Affiliates responsibility and duty to comply with all FTC regulations and applicable laws, as a courtesy AKMG has posted on their websites Compliance Center important information regarding the FTC and their advertising rules, guidelines, and regulations. Affiliate agrees, warrants and represents, that it will from time to time visit and review the information posted on the Compliance Center. Affiliate agrees and understands that the Compliance Center may not be complete or provide accurate information.  Affiliate shall use the Compliance Center solely as an informative tool and shall not rely on the information contained therein. The Compliance Center can be accessed at:  

http://www.akmg.com/compliance.html

For further and more up to date information please visit the Federal Trade Commission’s Web Site at:

 http://www.ftc.gov/

18.2.Affiliate and Affiliate’ sub affiliates, officers, directors, employees, consultants, agents and representatives, and the conduct of Affiliate’s business, Affiliate’s performance under any Engagements with any Advertiser, and Affiliate’s use of any AKMG Network and/or AKMG Offerings shall comply at all times with all applicable federal, state, provincial and foreign laws, ordinances, rules, regulations, orders, judgments and decrees.

18.3.AKMG may actively monitor the AKMG Network for fraudulent activity using a combination of its proprietary software, third party monitoring services. AKMG may freeze Affiliate’s account and prohibit Affiliate access to that account and  suspend its payment obligations to Affiliate pending the conclusion of its investigation, if AKMG reasonably believes Affiliate has:

18.3.1.Click thru rates that are unjustifiably much higher than industry practice.

18.3.2.Only click programs generating clicks with no indication by site traffic that it can sustain the clicks reported.

18.3.3.Generated fraudulent leads.

18.3.4.Used fake redirects, automated software, and/or fraud to generate clicks or leads.

18.3.5.Breached this Agreement.

18.4.Company may at any time audit Affiliate for compliance purposes. Affiliate agrees to provide AKMG with any reasonable information necessary to conduct and investigation into Affiliates compliance with the law and this Agreement.

18.5.Affiliate Agrees to allow AKMG to use any means of monitoring  Affiliate’s offer activities including but not limited to:

18.5.1.The use of a seed email account and seeded e mails to be included in any offering or e mail advertising on the AKMG Network.

18.5.2.The use of third party monitoring services, which may include but are not limited to: Lashback, Unsubcentral, Email Analyst, and any other search monitoring services.

18.5.3.The use of AKMG proprietary monitoring systems, including but not limited to, monitoring of IP usage.

18.5.4.Monitoring of all promotional activities for any AKMG Offer or service including but not limited to Affiliates website(s), newsletter(s), and landing page(s) to ensure compliance with the terms of this Agreement and any additional Advertiser Rules.

18.6.Affiliate agrees and understands that some AKMG Offers may have additional rules that Affiliate hereby agrees to adhere to. Violation of said additional Offer rules shall constitute a breach of this Agreement.

18.7. AKMG has a zero tolerance for the violation of any law and AKMG may terminate this Agreement immediately if at any time Affiliate is in violation of any federal or state law, rule or regulation.  Affiliate further warrants and represents to abide by the following:

18.7.1.Electronic Communications Privacy Act (ECPA)

18.7.2.Federal Trade Commission Act (FTCA)

18.7.3.Child Online Protection Act (COPPA)

18.7.4.The Utah and Michigan “Child Protection Registry”

18.7.5.Gram Leach Bailey Act

18.7.6.Computer Fraud Abuse Act (CFAA)

18.7.7.CAN-SPAM Act of 2003

18.7.8.Any other Federal or State law, rule or regulation.

19.         AFFILIATE CONDUCT AND PROHIBITED ACTIVITY

19.1.In respect or in relation to any Site (or portion thereof) used by Affiliate in connection with Affiliate participation on any AKMG Network, Affiliate may not engage in any activity that is or constitutes, or that involves, facilitates, advocates or promotes, one or more of the following: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability; (b) libelous, defamatory, threatening, harassing, tortuous, or similarly abusive activities; (c) obscene, pornographic, sexually explicit or similar activities;; (d) sale, export or use of illegal substances; (e) terrorism, sedition or other illegal activities; (f) MP3, MPEG and/or other proprietary materials for download, sale or otherwise, in any case without the permission of the owner of the Intellectual Property Rights (g) a conflict or violation of any law or regulation or any Intellectual Property Rights or other rights of any person or Entity; (i) harm to minors in any way; (h) impersonation of any person, including any AKMG representative, or misrepresentation of affiliation with any person; or (i) conducting of raffles, contests, lotteries or sweepstakes and if AKMG at any times, sole discretion and judgment, feels that Affiliate is in violation of any of the above, AKMG may terminate this Agreement immediately.

19.2.Affiliate shall not promote any AKMG Offers using fraudulent means.  “Fraudulent means” include, but are not limited to:

19.2.1. Adding leads or clicks through fraudulent traffic generation, such as pre population of forms or via    other such mechanisms not approved by AKMG;

19.2.2. Using “impression spam,” the frequent or automated searching of a search term used to reduce competitors’ click-thru rates on their advertisements, in conjunction with paid search campaigns;

19.2.3. Altering the creative materials provided in the AKMG Offer in any way, unless authorized in writing by Company or in the AKMG Offer terms; or

19.2.4. Any illegal activity whatsoever, under the laws and treaties of the United States, any of its states or localities, or under the laws of any nation who has reciprocal treaty rights with the United States for the enforcement of its laws or judgments relating to those laws;

19.3.Affiliates advertising for the AKMG Offers must not include any of the following:

19.3.1.A site that consists solely of a list of links or advertisements;

19.3.2.A site whose content consists solely of an advertisement from a AKMG Offer;

19.3.3.A site that exclusively offers incentives to users to click on ads, unless the only the AKMG Offer being run by the Affiliate explicitly allow incentives; incentives include, but are not limited to, awarding customers cash, points, prizes, contest entries, and any other thing of value transferred or licensed to a user or a person or entity under the control of a user.

19.4.Third party website internal communications systems, including but not limited to internal website email (e.g. Myspace.com email), bulletin boards, chat rooms, or comments.

19.5.Content or material that may infringe on any personal property rights, intellectual property rights  and Affiliate warrants the content to be free of tortious behavior, including but not limited to:

19.5.1. Racial, ethnic, political, religious, gender, or lifestyle hate-mongering or otherwise objectionable content;

19.5.2. Investment, money-making opportunities or advice not permitted under law;

19.5.3. Gratuitous violence or profanity;

19.5.4. Material that defames, abuses, or threatens or urges physical harm to others;

19.5.5. Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.;

19.5.6. Software or other media pirating (e.g., Warez, Hotline);

19.5.7. Hacking, spoofing, phishing or Phreaking;

19.5.8. A site that is not fully functional at all levels, with not “under construction” sites or sections;

19.5.9. Any spoofing, redirecting, or trafficking from or to adult-related websites in an effort to gain traffic;

19.5.10.Email messages that constitute Unsolicited Commercial Email.  Unsolicited Commercial Email includes all email so defined by the laws of the United States or any of the several states.  Unsolicited Commercial Email also includes email messages with fraudulent or deceptive “from” or “subject” lines (including the alteration of “from” or “subject” lines where the AKMG Offer terms set forth “from” and “subject” lines to be used), fraudulent or deceptive headers, or fraudulent or deceptive initiating –IP addresses.  In the event that Company suspects that Affiliate may have sent an email that violates any of these laws or Company’s policies regarding Unsolicited Commercial Email, Affiliate agree to cooperate fully with Company’s investigation, and to send Company all information relevant to the investigation that it requests within twenty-four (24) hours of the sending of the request by Company.

19.6.Sublicense: Affiliate may not sublicense, rent, lease, sell, resell, outsource or service any AKMG Offerings, and any attempt to do so shall be null and void.

19.7.Reverse Engineering: Affiliate will not make unauthorized modifications, reverse engineer, disassemble, decompile or attempt to derive source code of any AKMG Offerings.

19.8.Hacking: Affiliate agrees not to hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code, or use or cause to be used in extraordinary and unreasonable or inappropriate ways or amounts that interfere with: any AKMG Offerings, including any servers, bandwidth supply, equipment, software and other technological resources provided by AKMG.

19.9.Spam: Affiliate may use email or other electronic messages to promote it or its Qualifying Link and any and all such electronic messages must comply in all respects with this Agreement, the Advertiser's terms and conditions, and any and all applicable laws, including the requirements of the Can Spam Act of 2003. Further, no electronic message initiated or sent by Affiliate or on Affiliate’s behalf may identify AKMG.

19.10.Spyware: Affiliate shall not promote, disseminate, or cause to install any kind of “spyware” or “Adware” on any computer, including but not limited to AKMG’s or End User’s computers that violates any law or regulation and is installed and used without the permission of AKMG or End User. In the event that Affiliate violates this section AKMG may terminate this Agreement immediately.

19.11.Unsub List: If the campaign is an e-mail campaign AKMG on behalf of Advertiser may provide Affiliate with a list of all users that have unsubscribed from the Network offer and no longer wish to participate in the offer (“Unsub List”).Affiliate shall use its best efforts to scrub their e-mail list from unsubscribed users of the AKMG Offering. The unsubscribe list is property of Advertiser and Affiliate shall gain no interest, right, or title from the use of the Unsub List. Furthermore should Affiliate lease, sell, or use the Unsub List, AKMG in its sole discretion may terminate this Agreement immediately, cease any and all payments to Affiliate,  and seek any and all remedies under law and equity.

19.12.Interference: Affiliate may not, through downloadable or other technology, replace, intercept, redirect, block, alter or otherwise interfere with the full functioning and intended actions of any Qualifying Link that has been placed or distributed by another Network Affiliate including any action that would in any way prevent the behavior or result that would occur or would have occurred had an End User activated such Qualifying Link without Affiliate’s interference.

19.13.Infringing Uses: Affiliate may not use any name, trademark, service mark, domain name or other Intellectual Property Rights of any third party in connection with Affiliate’s use of any Qualifying Links, any AKMG Network or any other AKMG Offerings, in any way or for any purpose that infringes or violates any Intellectual Property Rights or other rights of such third party, whether for the purpose of increasing the levels of tracked activities attributable to Affiliate’s Qualifying Links or for any other purpose.

19.14.Fraud/Abuse: Affiliate shall not knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity in connection with Affiliate’s participation on any AKMG Network or in connection with any Advertiser's affiliate marketing program or Engagement.

19.15.Incentivization: Affiliate shall not incentivize or make any other offers in conjunction with the AKMG Offering without getting AKMG’s written approval and said approval will be in AKMG’s sole discretion. If Any AKMG Offer is to be incentivized it will be so stated in the offer.   AKMG may terminate this Agreement immediately and cancel all payments due and owing to Affiliate should AKMG, in its sole discretion and judgment, believe that Affiliate is in violation of this section.

19.16.Affiliate shall not contact Advertiser directly for any reason whatsoever unless written approval is granted by and authorized AKMG representative, in AKMG’s sole discretion. If Affiliate contacts Advertiser directly AKMG may cease any all payments due and terminate this Agreement immediately.  In the event AKMG is in receipt of funds from a Advertiser for the purpose of paying commissions to Affiliate, and a dispute arises between Affiliate and the Advertiser regarding the amount of the funds that are due, AKMG will be entitled to return such funds to the Advertiser, and to decline to offer further processing services until such dispute is resolved and AKMG is notified, in writing, by all parties, that payments should resume. Affiliate agrees that AKMG shall have no obligations and shall incur no liabilities to Affiliate in connection with any dispute arising from the above.

20.         ENFORCEMENT

20.1.Governing Law and Jurisdiction:  This Agreement shall be construed and enforced in accordance with the laws of the State of Florida without regard to conflicts of laws principles.  Except for Arbitration as provided herein in this Agreement under, the parties agree that exclusive jurisdiction for any disputes not subject to arbitration arising between the parties to this Agreement shall be brought in the state courts within Miami-Dade County, State of Florida and both parties expressly and irrevocably waive any defense of personal and/or subject matter jurisdiction in those courts. The parties agree that this section shall be concurrent and in aid to Section 213 and at no times shall it be deemed to be in conflict with Section 21.3. Furthermore, the parties expressly acknowledge and agree that the laws of the State of California shall not be applicable to this Agreement under any circumstance whatsoever.

20.2.Attorneys Fees and Costs: The parties shall be entitled to recover, in addition to costs and disbursements allowed by law, reasonable attorney’s fees, litigation costs, and expenses in connection with enforcement of this agreement, including pre-litigation attorney fees and costs and such fees shall be awarded to the prevailing party. Invalidation of any one of the covenants or terms of this Agreement, by judgment of a court, shall not affect any of the other provisions of this Agreement which shall remain in full force and effect.

20.3.Arbitration in Florida:  Any and all disputes or claims arising out of and/or related to this Agreement, its performance, breach, or interpretation thereof (including issues about its validity or enforceability), shall be exclusively (except as provided below) resolved by binding arbitration utilizing the Commercial Arbitration Rules promulgated by the American Arbitration Association (AAA).  For all disputes under three hundred thousand dollars ($300,000.00) one arbitrator shall be selected using AAA’s procedures. For all disputes over three hundred thousand dollars ($300,000.00) three (3) arbitrators shall be selected using AAA procedures. The arbitrator(s) shall use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible.  Depositions SHALL be allowed.  The Arbitrator(s) shall render a written decision within thirty (30) calendar days of the hearing.  As to the issue of Attorney’s fee’s only, the arbitrator(s) shall only determine the issue of entitlement to attorney’s fees and shall award attorneys fees, the amount of which shall be determined in accordance with Florida Law.  Additionally the arbitrator shall award to the prevailing party all costs associated with the Arbitration incurred by the prevailing party, including but not limited to, filing fee, case management fee, administrative fees, copying, and arbitrators fee, but will not award punitive, incidental, consequential, treble or other multiple or exemplary damages, and the parties hereby agree to waive and not seek such damages.  Either party may seek judicial relief to compel the other party to comply with the provisions of this Section, or injunctive or other equitable relief to protect its interests, provided (unless prohibited by applicable law) that the remainder of the dispute or claim is submitted to arbitration.  The arbitration shall be held in Miami-Dade County, Florida; both parties hereby give their irrevocable consent to jurisdiction of courts of or in the State of Florida, as well as processes of the AAA in Florida.  All awards may be filed with one or more courts, state, federal or foreign having jurisdiction over the party against whom such award is rendered or its property, as a basis of judgment and of the issuance of execution for its collection. This agreement does not preclude the parties from seeking injunctive relief prior to arbitration in the proper courts. Furthermore the parties agree that any and all awards and settlements will be confidential and the parties will not communicate, publish, or transmit such information to a third party without consent of all parties to this agreement.

21.         RULES OF CONSTRUCTION

21.1.Construction: The preparation of this Agreement has been a joint effort of the parties, and each of the parties has participated fully in the negotiation and preparation hereof. Therefore, any rule of judicial construction that this Agreement is to be construed more strictly against one of the parties than the other shall not apply and has no effect.

21.2.Non-Waiver: Either party’s failure to require the other party’s performance of any term or condition of this Agreement shall not constitute a waiver and shall not affect the right of such party to later enforce such provision, unless such waiver is made expressly in writing signed by an authorized representative of the waiving party. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

21.3.Force Majeure: Neither party shall be liable for service interruptions, delays, failure to perform, damages, losses or destruction, or malfunction of any consequence thereof caused or occasioned by, or due to fire, flood, water, the elements, acts of God, war, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond the effected party’s reasonable control.  The party so delayed or prevented from performing shall provide prompt notice of such event to the other party and shall exercise good faith efforts to remedy any such cause of delay or cause preventing performance.

21.4.Good Faith: All parties agree to act in good faith at all times and to abide by all terms and conditions set forth herein in such a manner.

21.5.Captions: The headings and captions in this Agreement are included for convenience of reference and shall not affect or be considered in the interpretation or construction of any provision of this Agreement.

21.6.Integration: This Agreement is the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of this Agreement and any conflicting confidentiality agreements), representations, warranties or covenants between the parties with respect to such subject matter. There are no third party beneficiaries of this Agreement.

21.7.Modification and Severability: No modification of these Standard Terms and Conditions by Affiliate shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.  Any provision of this instrument prohibited by law in any state shall, as to such state, be ineffective to the extent of such prohibition, without invalidating the remaining provisions of this instrument. 

21.8.Assignment: Affiliate shall not assign this Agreement and any rights or obligations hereunder without the express written approval of AKMG which approval shall not be unreasonably withheld. Any transfer of control of substantially all of the assets or business of Client to a third party by any means, including without limitation, stock acquisition or merger, shall be deemed to be an assignment for purposes of this section. AKMG shall be entitled to assign this Agreement without limitation.

21.9. Notice: All notices, requests, demands, and other communications to AKMG hereunder shall be in writing and shall be deemed given at the time such communication is sent by registered or certified mail (return receipt requested), or recognized national overnight courier service, or delivered personally, to the following address (or other address as shall be specified by like notice and made to the attention of both the CEO and General Counsel) unless otherwise provided for in this Agreement:

AKMG, Inc.

General Counsel / Conde & Cohen, P.L.

445 N. Andrews Ave.

Space 2

Fort Lauderdale, Florida 33301

21.10. Agent Third Party: Affiliate shall disclose to AKMG if it is acting as an agent for a Third Party, and Affiliate agrees to provide AKMG written proof of any agency or third party relationship, upon AKMG’s Request. Affiliate further agrees and warrants that if it is acting as an agent or agency that it is authorized to bind, and will bind, the third party to this Agreement, and that the third party will be jointly and severally liable with Affiliate for all invoices and payments due and owing to AKMG.

21.11. Survival: Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening.