This Agreement (the " Agreement") contains the complete terms and conditions that apply to your participation as an RevResponse Publisher (" you," " your," yours," or " RevResponse Publisher") in the RevResponse Publisher Network of NetLine Corporation ("NetLine"), and the establishment of links from your web site(s) (the " RevResponse Publisher Site") to our web site located at the (the "NetLine’s Site"). In consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


1.1 Links.
As promptly as practicable after the date hereof, NetLine will make available to you via the RevResponse partner portal (i) graphic and/or textual links, which will establish a direct hyperlink connection from the RevResponse Publisher Site to NetLine’s Site (each of which is referred to herein as a " Link"), and (ii) certain NetLine’s Content (as defined in Section 4 hereof). The Links may include, without limitation, a graphic or image of NetLine’s subscription offers which, when "clicked" or selected by a user of the RevResponse Publisher Site, will enable such user to access the NetLine’s Site to conduct searches thereon for the availability of magazine subscriptions and document downloads. Subject to the terms and conditions hereof, in your discretion, you shall display during the duration of this Agreement some or all of the Links and NetLine’s Content on the RevResponse Publisher Site as promptly as practicable after such Links and NetLine’s Content are made available by NetLine. You agree to reproduce, and agree not to remove or obscure, any proprietary rights legends (such as copyright notices, among others) or license terms and conditions included with any NetLine’s Content provided in connection with this Agreement.
1.2 Agreements Regarding Links.
(i.)You agree that you will cooperate fully with NetLine in order to establish and maintain the Links. You also agree to display on the RevResponse Publisher Site only those NetLine’s images or NetLine’s Content (indicating a Link) which are provided, or approved in writing, by NetLine, and will substitute such images with any new images provided by NetLine’s from time to time throughout the Term of this Agreement. You shall display such images prominently in relevant sections of the RevResponse Publisher Site. NetLine will be responsible for providing link access in connection with each Link.


2.1 Order Fulfillment.
NetLine will be solely responsible for processing each qualified subscription and/or technical document download request submitted by a Linked User (defined below), for tracking the volume of Qualified Subscriptions/Leads (defined below) generated by a Linked User, and for providing information to you regarding Qualified Subscriptions/Leads generated by your Linked Users. NetLine will be responsible for order entry, subscription processing, and related customer service for such requests of NetLine’s subscriptions. As used herein, " Linked User" shall mean a user of the RevResponse Publisher Site who connects directly to NetLine’s Site via a Link and, prior to leaving or otherwise terminating an active browsing session with NetLine’s Site, requests a NetLine’s subscription/technical document using the qualification form located on the NetLine’s Site. "Qualified Subscriptions/leads" shall include all subscriptions/leads submitted by Linked User that meet the Advertisers' demographic requirements at the time of request on the NetLine’s Site. " Qualified Subscriber" means a Subscriber that meets the qualifying requirements of the Advertiser and has been accepted for purchase by the Advertiser from NetLine.


If you have not done so already, you shall submit a complete RevResponse Publisher Application form via the RevResponse Site (the " Application"). The purposes of the Application shall be, among other things, (a) to enable you access to the RevResponse Partner Portal Site to obtain Links and Content, and (b) to establish a RevResponse Publisher account and unique source identification code to enable RevResponse to track Qualified Subscriptions/Leads made by Linked Users. The RevResponse Publisher shall be responsible to maintain the accuracy of the information it has provided on the Application by updating the information on the RevResponse Partner Portal Site. NetLine may rely upon the information about you on the RevResponse Partner Portal Site as accurate and complete. If any term or condition contained in the Application conflicts with the terms of this Agreement, the terms of this Agreement shall govern.
You also acknowledge that as a participant in the RevResponse program, we may from time to time send you email updates about the program. By participating in RevResponse, you consent to our sending you these email updates.


You will be solely responsible for the development, operation and maintenance of its site and for all materials that appear on its site. Such responsibilities include, but are not limited to: (a) ensuring the technical operation of its site and all related equipment; (b) ensuring the accuracy and appropriateness of materials posted on its site; (c) ensuring that materials posted on its site do not violate any law, rule or regulation, or infringe upon the rights of any third party (including, for example, copyright, trademarks, privacy or other personal or proprietary rights); and (d) ensuring that materials posted on its site are not libelous or otherwise illegal.


5.1 NetLine’s Marks.
NetLine’s hereby grants to RevResponse Publisher during the term of this Agreement a non-exclusive, non-transferable, worldwide license to use NetLine’s Marks solely in connection with the performance of this Agreement, pursuant to NetLine’s's then-current guidelines, which will be provided upon request, and in accordance with the terms of this Agreement and with good trademark practices, including, but not limited to, protecting the value of the goodwill residing in the NetLine’s Marks. All uses of the NetLine’s Marks in any print or other media or promotional materials require the prior written approval of NetLine’s Except as provided in this Section 5, this Agreement does not grant RevResponse Publisher any right, title, interest, or license in or to any of NetLine’s's names, logos, trade dress, designs, or other trademarks or other Intellectual Property, and all uses of NetLine’s Marks will inure solely to the benefit of NetLine’s


6.1 Compensation.
NetLine will pay RevResponse Publisher a Revenue Share for each Qualified Subscription/Lead that is collected on a RevResponse Publisher Site. Qualified Subscriptions/Leads will be reported to RevResponse Publisher on a daily basis. All RevResponse Publishers are paid a guaranteed $1.50 per Qualified Subscription/Lead generated.
6.2 Payment.
NetLine will submit payment to RevResponse Publisher no later than forty-five (45) days after the monthly summary report is processed. The payment amount will be based on the total number of Qualified Subscriptions/Leads collected, minus any subscriber(s) rejected by Advertiser previously compensated for. NetLine will forward any unpaid Subscription/Lead commissions that in the aggregate exceeding fifty dollars ($50). If your Subscription/Lead commission never crosses the $50 threshold, commissions will not be realized or paid. NetLine Corporation is only responsible for paying accounts that have crossed the $50 threshold. Payment method can be selected via the RevResponse Partner Portal. Payments will not be processed until you complete account information within the RevResponse Partner Portal.
Qualified Subscriptions/Leads must result from genuine user interest. Any method that artificially submitting completed forms is strictly prohibited. Such prohibited methods include, but are not limited to, repeated manual submissions, using robots for automated for submission/completion, third-party services that submit forms on your behalf, incentivized programs such as paid-to-click, paid-to-surf, autosurf, rewards, and click-exchange programs, or any deceptive software. As a RevResponse Publisher, you also represent and warrant that you will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/ or regulations that govern email marketing and/or communications.
If you fail to comply with this policy, RevResponse reserves the right to disable your account and withhold any payments you have accrued. If your account is disabled, you will not be eligible for further participation in the RevResponse program.
6.3 Tracking of Subscriptions/Leads.
NetLine shall accurately track all Qualified Subscribers/Leads made by Linked Users that are accepted by Advertisers and the commissions and fees related thereto and will maintain complete and accurate records with respect to such information.


NetLine considers all users who visit NetLine’s Site, including, without limitation, Linked Users, to be customers of NetLine’s Accordingly, all NetLine’s rules, policies and operating procedures concerning customer subscriptions/leads, customer service and sales will apply to those customers. NetLine’s may change its policies and operating procedures at any time. NetLine’s will use commercially reasonable efforts to present accurate information, but NetLine’s cannot guarantee the availability of any particular item. The parties hereto agree that NetLine’s shall have no obligation to share any customer information collected by NetLine’s, including but not limited to the name, address, e-mail address of the customer, or any titles requested. Furthermore, to the extent NetLine’s shares with you any customer information that is collected by or on behalf NetLine’s (e.g., information accessible at the NetLine’s Partner Portal Site), you shall maintain such information in confidence as NetLine’s confidential and trade secret information in accordance with Section 10 hereof.


Representations and Warranties Made by NetLine to RevResponse Publisher and Limitation of Liability. (a) NetLine has the full power and authority to enter into and fulfill the terms of this Agreement and to make the grant of rights to RevResponse Publisher contained herein; (b) To the best of NetLine’s knowledge, it is the sole and exclusive owner of, or has licensed from the appropriate third party, all rights in and to the Standard Content and Software System, including but not limited to the intellectual property therein; (c) To the best of NetLine’s knowledge, no element of the Standard Content provided by NetLine’s violates or infringes any copyright, trademark, trade secret, or any other intellectual property right of any third party, provided, however, that the foregoing representations do not extend to any Template Content provided by RevResponse Publisher; and (d) NETLINE REPRESENTS AND WARRANTS TO REVRESPONSE PUBLISHER THAT THE SERVICES PROVIDED BY NETLINE’S TRADEPUB.COM SHALL BE PERFORMED AS DESCRIBED HEREIN. NETLINE DOES NOT WARRANT AGAINST FAILURE OF PERFORMANCE DUE TO FAILURE OR DISRUPTION OF THE INTERNET AND/OR FAILURE OR DISRUPTION OF NETLINE’S TRADEPUB.COM'S WEB-SITE SERVER OR CONNECTIVITY, FAILURE OF COMPUTER HARDWARE OR SOFTWARE AND/OR THIRD PARTY SERVICES. THE FOREGOING WARRANTY IS THE ONLY WARRANTY MADE WITH RESPECT TO SERVICES PROVIDED UNDER THIS AGREEMENT AND IS A LIMITED WARRANTY. NETLINE EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Representations, Warranties and Covenants Made by RevResponse Publisher to NetLine and Limitation of Liability. (a) RevResponse Publisher has the full power and authority to enter into and fulfill the terms of this Agreement and to make the grant of rights to NetLine contained herein; (b) RevResponse Publisher, its agents or employees shall not utilize NetLine’s's services for: (i) illegal purposes. (ii) transmitting threatening, obscene, or harassing materials. interfering with or disrupting Internet users, services or equipment. Disruptions include, but are not limited to, distribution of unsolicited emails, intentional propagation of computer worms and viruses, and using the network to make unauthorized entry to any other machine accessible via network.


The term of this Agreement will begin upon our acceptance of your RevResponse Publisher Network application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination provided that either Party may provide written notice via e-mail.
You are only eligible to earn commissions on Qualified Subscriptions/Leads for which the subscription/lead occurred during the Term, and such payments earned through the date of termination will remain payable only if the subscription/lead is deemed qualified by the Advertiser. NetLine may withhold your final payment for a reasonable period of time, not to exceed three months, to ensure that the correct amount is paid.
Upon the effective date of termination or expiration of this Agreement, (i) each party shall return to the other party any confidential information of the other party, and shall immediately cease to use any of the other party's trademarks and Content, and (ii) the rights and obligations of each party hereunder shall terminate; provided, however, that all terms of this Agreement which by their nature extend beyond the termination of this Agreement, including, without limitation, the rights and obligations of the parties hereto under Section 4, Section 8, Section 9 and Sections 10 through 12 hereof, shall survive and remain in effect, and apply to respective successors and assigns.


10.1 Confidential Information Disclosure.
RevResponse Publisher and NetLine may, during the term of this Agreement, disclose certain confidential information (in the capacity of disclosing information, a Party is referred to herein as the "Disclosing Party") to the other Party (in the capacity of receiving information, a Party is referred to herein as the "Recipient"). For the purposes of this Agreement, " Confidential Information" shall mean any information of the Disclosing Party, including but not limited to pre-existing or new information which relates to all ideas, designs, methods, discoveries, improvements, trade secrets, product data and specifications, proprietary rights, business affairs, product developments, customer information, User information, or employee information, which is marked with a legend indicating its confidential nature or which by its nature, the Recipient reasonably should know is Confidential Information. Confidential Information does not include any information that: (a) Recipient can prove was known by it prior to the date of this Agreement and any other agreement between the Parties, without an obligation to keep it confidential; (b) Recipient can prove was lawfully obtained by it from a third party without any confidentiality obligation; (c) is or becomes part of the public domain through no act or violation of any obligation of Recipient; (d) is independently discovered or developed by Recipient without reference to the Confidential Information; or (e) is required to be disclosed by court order or operation of law; provided that the Recipient promptly notifies the Disclosing Party upon learning of any law, rule, regulation, or court order that purports to compel disclosure of any Confidential Information of the and reasonably cooperates with the Disclosing Party in the exercise of the Disclosing Party's right to protect the confidentiality of such Confidential Information, including, but not limited to, seeking to dispute the cause of such disclosure and/or to receive confidential treatment for the Confidential Information disclosed as a result of such cause.
10.2 Confidential Contract Terms / Pricing.
The terms of this Agreement, including but not limited to pricing and compensation, shall be deemed the Confidential Information of each Party.
10.3 Confidential Information Confidence.
The Parties shall keep all Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without the other's prior written consent, disclose or otherwise make available, directly or indirectly, any item of Confidential Information to anyone, other than employees and agents with a need to know such information and who have agreed to protect such information as provided in this Agreement. The Parties shall use the Confidential Information only in connection with this Agreement and for no other purpose.


Subject to Sections 5 and 10 hereof, neither party shall (i) create, publish, distribute or permit any written material which makes reference to the other party hereto without first submitting such material to the other party and receiving the prior written consent of such party, nor (ii) disclose to the public or any third party the relationship between them or the transactions contemplated by this Agreement without receiving the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.


12.1 Governing Law.
This Agreement shall be governed as a contract entered into and wholly executed within the State of California. The exclusive venue for any lawsuits regarding or as a result of this Agreement shall be an appropriate California State Court or a United States District Court for or located in the State of California. The parties may agree to arbitrate any disputes that arise. NetLine and RevResponse Publisher hereby submit themselves to the jurisdiction of said courts and consent to service by certified or registered mail.
12.2 Invalidity of Provisions.
If any of the provisions of this Agreement are held to be illegal, invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect insofar as the purpose of this Agreement is not destroyed by the invalidity or illegality.
12.3 Independent Contractor.
The relationship of the Parties established by this Agreement is that of independent contractors. Nothing contained in this Agreement shall be construed to give either Party the power to direct or control the day-to-day activities of the other or to constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
12.4 Agreement Modifications / Waiver.
The terms of this Agreement may be modified at any time and in our sole discretion, by posting a change notice or a new agreement on the RevResponse Publisher Site. If any modification is unacceptable to Affiliate, Affiliate's only recourse is to terminate this agreement. Affiliate's continued participation in the Program following our posting of a change notice or new agreement on the RevResponse Publisher Site and/or sending you the change notice via e-mail will constitute binding acceptance of the change.
12.5 Warranty of Authority.
Each person executing this Agreement on behalf of an entity Party expressly represents and warrants that he or she has authority to execute this Agreement on behalf of the Party and that upon execution, the Party shall be bound by each and every term hereof.
12.6 Indemnification.
NetLine and RevResponse Publisher shall each indemnify, defend and hold harmless the other Party, its directors, officers, employees and agents with respect to any claim, demand, or cause of action of or initiated by a third party and all resultant loss, debt, or liability, including reasonable attorney's fees, to the extent based upon a claim that, if true, would constitute a breach of any of the indemnifying Party's representations, warranties, or agreements hereunder. The indemnities in this Section 12.6 are contingent upon: (i) the indemnified Party promptly notifying the indemnifying Party in writing of any claim which may give rise to a claim for indemnification hereunder; (ii) the indemnifying Party being allowed to control the defense and settlement of such claim; and (iii) the indemnified Party cooperating with all reasonable requests of the indemnifying Party (at the indemnifying Party's expense) in defending or settling a claim. The indemnified Party shall have the right, at its option and expense, to participate in the defense of any suit or proceeding through a counsel of its own choosing.
12.7 Force Majeure.
Neither Party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, disruption of the Internet, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event; provided, however, that if any such force majeure event continues for thirty (30) days or more, either Party may terminate this Agreement upon ten (10) days advance written notice to the other Party.
12.8 Notices.
Any notice, request, demand, waiver, approval or other communication which is required or permitted to be given hereunder shall be in writing and shall be deemed given if delivered personally or sent by facsimile (with transmission confirmed) or by certified or registered mail, return receipts required with postage prepaid, or by Federal Express overnight delivery or an equivalent overnight delivery service, addressed to the Parties at their respective addresses set forth above, or as either Party may designate in writing to the other. Such notice, request, demand, waiver, consent, approval or other communication shall be deemed to have been given as of the date so personally delivered or faxed, or on the fifth calendar day after deposit in the United States mail or on the first business day after deposit with Federal Express or an equivalent overnight delivery service.
12.9 Assignment.
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of RevResponse Publisher and NetLine. Neither Party shall assign any rights nor obligations under this Agreement without the express written authorization of the other Party, except that the sale of substantially all of the assets of either, including without limitation the private or public sale of securities, or the acquisition by or merger into another company of either shall not be deemed an assignment which requires the other's consent, provided reasonable notice of any such sale, acquisition or merger shall be given.
12.10 Arbitration.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in the state of California, by an arbitrator with specific expertise in Internet and electronic communications matters and in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitrator hereby is instructed to interpret and enforce this Agreement in accordance with its terms. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The award of the arbitrator in any arbitration proceeding shall be final and may be enforced in any court of competent jurisdiction. The Parties acknowledge that they may elect to agree (but are not in any manner obligated to agree) among themselves to use an alternative dispute resolution proceeding such as mediation or arbitration sponsored by Judicial Arbitration & Mediation Services, Inc. to resolve one or more of such disagreements.
12.11 Titles and Headings.
Titles and headings to articles, sections, or paragraphs in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement.
12.12 Severability.
The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable, it shall be construed to have the broadest interpretation, which would render it valid and enforceable.
12.13 Counterparts.
This Agreement may be executed in one or more counterpart copies, each of which shall be deemed an original and all of which shall together be deemed to constitute one agreement.
12.14 Limitation of Actions.
No action or proceeding, regardless of form, arising out of this Agreement may be brought by either Party more than two (2) years after the cause of action has accrued.
12.15 Entire Agreement.
This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and any and all prior or contemporaneous agreements not expressly contained in this Agreement are superseded hereby. This Agreement may be amended only by a written instrument executed by all of the Parties to it.