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AFFILIATE PROGRAM TERMS & AGREEMENT

1. OVERVIEW

   This Affiliate Program Agreement (“Agreement”) is entered into by and between Branded Research, Inc., a Delaware corporation (“Branded”) and the signor of this Agreement (“Affiliate”), and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of Affiliate’s participation in Branded’s Affiliate Program (“Affiliate Program”) and is in addition to any other agreement that Affiliate may have entered into with Branded by virtue of being a member. In this Agreement “you,” “your” or “Affiliate” shall refer to any individual or entity who accepts this Agreement. The terms “we,” “us” and “our” refer to Branded Research, Inc. (“Branded”). Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

   Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with Branded’s Universal Terms of Service Agreement, which is incorporated herein by reference.

   This Agreement explains our obligations to you, and explains your obligations to us under the Affiliate Program offered by Branded. The Affiliate Program is purely a referral program by which you can earn commissions as outlined herein. Commissions are earned by you as an independent contractor and, as such, you are responsible for paying any taxes due on such commissions. In addition, you are required to provide any/all accurately completed tax related information and forms that is requested by Branded. Failure to do so will result in a forfeiture of your commissions.

   1. Changes and Modifications to the Agreement. Branded, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Branded website (this “Site”). You acknowledge and agree that (i) Branded may or may not notify you of such changes or modifications prior to posting them to this Site and (ii) your continued participation in the Affiliate Program after such changes or modifications have been made (as indicated by the “Last Revised” date on this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, you must formally terminate your Affiliate status. In addition, while not required, Branded may occasionally notify you of changes or modifications to this Agreement by email. Branded assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.

   2. Suspension or Termination of Affiliate Program Participation. Branded reserves the right to suspend participation in the Affiliate Program in the event of an unresolved breach of this Agreement or if suspension or cancellation is required by any policy now in effect or later adopted by ICANN. You agree that your failure to comply completely with the terms and conditions of this Agreement and any Branded rule or policy may be considered to be a material breach of this Agreement and that Branded may provide you with notice of such breach either in writing or electronically (i.e. email). If you do not provide Branded with material evidence that you have not breached your obligations within ten (10) business days, Branded may terminate your participation immediately and take any remedial action available to Branded under the applicable laws. Such remedial action may be implemented without notice to you.

      In addition, you acknowledge and agree that Branded may terminate your participation as an Affiliate if: (a) you or your site violates, as determined by Branded in its sole and absolute discretion, any of the Affiliate Restrictions outlined in Section 3 and/or any additional restrictions named; (b) for non-payment of fees, if any; and/or (c) if your site is not live, is under construction, or is a personal homepage or another personal site.

2. DESCRIPTION OF THE AFFILIATE PROGRAM

   Acceptance into the Affiliate Program is at our sole discretion, which may be withheld for any reason or for no reason at all.

   1. Overview. Branded’s Affiliate Program allows you to earn commissions on leads to new Branded members via advertising on your “web site” or “publishing location” (such as an electronic newsletter or blog) (hereinafter “Your Site”) that contains a link with your affiliate ID. This advertising will allow you to drive traffic (“sessions”) to Branded’s web site. In order to participate in the Affiliate Program you must complete an insertion order (“Insertion Order”). You will earn a commission as outlined in the Insertion Order when a person or entity (that is not you or your agent(s)) makes their first-time registration of certain Branded products or services (“New Member”) after being referred to through the unique affiliate link that is contained on Your Site.

      After being referred to the Branded web site from a link contained on Your Site, visitors have thirty (30) days to complete their registration for you to receive a commission. Should the visitor click on another referral link that is not controlled by you, or return to the Branded web site via another source-coded advertising link during the initial thirty (30) days, your affiliate link will be overwritten and you will not receive a commission for that visitor’s registration.

   2. Enrollment. Enrollment into Branded’s Affiliate Program occurs through the completion and acceptance of an Insertion Order.

   3. Commissionable Leads. Affiliate acknowledges and agrees that Branded will only pay for first-time registrations by new members. Affiliate will only receive commission for registrations completed after linking through Affiliate’s unique referral link and completing such registrations within 30 days of first visiting the Branded site. Subsequent registrations made by the same member (including by accessing Branded’s web site directly) will not be commissionable. All Branded products and services will be eligible for a commission except premium domains, domains bought at Branded Marketplace and apps.

   4. Restrictions on Eligible Commissions. You are not eligible for a commission payment on registrations made by you, your employees, agents, representatives, or contractors (all considered your “agents”), as well as registrations made from several accounts owned by the same person. Commission is paid for the first registration only made by a certain person. Branded employees (and their immediate family members) are not allowed to participate in the Branded Affiliate Program.

3. AFFILIATE RESTRICTIONS

   1. Linking to Branded Website. Upon acceptance into the Affiliate Program, links and banners will be made available to you.

      You acknowledge and agree:

      • Branded Logo Use. You shall not use the Branded logo without our prior approval. In addition, the Branded logo shall be removed from Your Site immediately upon request. Branded may lock your affiliate account immediately and withhold payment of any/all commissions without further notice if you fail to remove the Branded logo from Your Site upon request. For clarity, acceptance into the Affiliate Program grants a limited license to use Branded’s logos as outlined herein.

      • Creatives. You shall not use any creatives that do not comply with Branded guidelines. If your creative requirements are not met by our current content offering, please contact us to discuss your individual needs;

      • No Domain Forwarding. You shall not create domain forwarding directly to our site using your affiliate link;

      • No Harmful Activities. You shall not engage in activities that Branded determines, in its sole discretion, to be harmful to its members, employees, operations, or reputation;

      • Prohibition Against Use of Branded Trademarks. You shall not include the Branded trademark, trademark with keywords or any misspellings of said trademarks in any domain names. Such activity will result in your immediate removal from the program; and

      • Prohibition Against Use of Branded Copyrights & Look-A-Like Sites. You shall not use a Branded look-a-like site that suggests or gives the visitor the impression that your web site or publishing location is affiliated with Branded. Your web site or publishing location shall not in any way copy or resemble the look and feel of Branded’s web site or web site content, and you shall not create the impression that your web site or publishing location is part of Branded’s network of web sites. This includes using Branded’s trademarks, trade names, or any variations or misspellings thereof, in your URL, business name, or site name. You shall not “frame” or permit the “framing” of any page of Branded’s network of web sites.

   2. Website Content & Emails. You acknowledge and agree that Your Site specifically shall not (and shall not enable others to):

      • Contain false, inaccurate, defamatory, slanderous, libelous or misleading content or statements about Branded and/or its products and services;

      • Do anything to give the impression to anyone that you are an Internet Corporation for Assigned Names and Numbers’ (“ICANN”) approved registrar;

      • Display, promote or sell illegal content, or offer any illegal product or service;

      • Engage in sending unsolicited commercial email (“spam”) or indiscriminate advertising;

      • Fail to comply with the CAN-SPAM Act of 2003 (Public Law 108-187) or other applicable laws regulating commercial email;

      • Collect personal information about minors without their parent’s prior written consent;

      • Contain pornographic or obscene content, tasteless images, or excessively violent or hate-related material, as determined by Branded in its sole and absolute discretion;

      • Engage in activities, whether lawful or unlawful, that Branded determines, in its sole and absolute discretion, to be harmful to Branded or its members, employees, operations or reputation.

      • Encourage the use of a controlled substance;

      • Encourage unlawful behavior;

      • Violate any applicable law;

      • Advocate, promote, or encourage violence or discrimination against any person, organization or governmental entity;

      • Contain links to web sites containing the serial numbers for unlocking software illegally, pyramid schemes, or impersonations of another person or organization;

      • Contain links to web sites containing any of the aforementioned content; and

      • Cause any registrations to be made that are not in good faith (such as using any device, program, robot iframes, or hidden frames, use cookie stuffing techniques that set the tracking cookie without the user actually clicking on the referral link, etc.)

      In addition, you acknowledge and agree you shall not:

      • Copy, alter or modify any icons, buttons, banners, graphics, files or content contained in Branded’s links, including but not limited to, removing or altering any copyright or trademark notices;

      • Alter the Branded approved tracking codes to allow you to (a) collect personally identifiable information of visitors that would allow you to personally identify visitors, or (b) obscure the site from which the visitor is referred, including the use of link cloaking, asp/php redirects and/or link shortening services not provided by Branded;

      • Allow Your Site to be a downloadable or internet accessible application, as determined by Branded in its sole and absolute discretion;

      • Cause any registrations to be made that are not in good faith, including, but not limited to, using any method, device, program, robot iframes or hidden frames. Multiple registrations from the same individual, entity or IP address may be considered non–bona fide registrations. Non-bona fide registrations shall not be eligible for commission.

   3. Paid Search and Advertising Guidelines

      If you use paid search, you are required to add Branded, Gobranded, Go Branded, Branded.com and any of its derivatives and misspellings as negative keywords across all of your paid search activities.

      You also acknowledge and agree that you shall not:

      • Bid on terms in any search engine that mention Branded, Gobranded, Go Branded, Branded.com or any of its derivatives and misspellings.

      • Use Branded trademark, trademark with keywords or any misspellings in your domain name(s);

      • Use direct linking to Branded site from any paid search ads;

      • Use Branded in the display URL.

      • Use Branded or any of its derivatives in ad copy that is shown on a search engine, including uses of dynamic keyword insertion;

   4. Coupon Guidelines

      If you are enrolled in our Affiliate Program and Your Site promotes coupon codes, you must adhere to our Coupon Guidelines as follows:

      • You may only advertise coupon codes that are provided to you through the Affiliate Program;

      • Posting any information about how to work around the requirements of a coupon/promotion (i.e. first-time members only) will result in removal from the Affiliate Program;

      • Coupons must be displayed in their entirety with the full offer, valid expiration date and code;

      • You may not use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s);

      • You may not advertise coupon codes obtained from our non-affiliate advertising, member e-mails, paid search or any other campaign;

      • You may not give the appearance that any ongoing offer requires clicking from your website, in order to redeem. For example, if all domain registrations include free 1-year WhoIs Privacy Protection subscription, you may not turn this into an offer that infers that the member must click from your site to get this deal.

4. COMMISSION PAYMENTS

   • We will pay you the commission as shown on the Insertion Order you executed when you enrolled in our Affiliate Program;

   • Commission will only be paid on any first lead completed by New Members;

   • Commissions will be paid only on “valid” orders, which are orders that are not reversed, charged back, unauthorized, fraudulent or from an existing member;

   • Commissions will be paid thirty (30) days from end of the month in which the registration occurred. Example: a valid registration made on November 13th will be paid 30 days from the end of November or December 30th;

   • You acknowledge and agree that, in the case of coupons/leads/discounts/ cashback/loyalty sites, you may be offered a lower commission than the standard rate described above;

   • You further acknowledge and agree that commissions for orders with promotion coupon codes will be earned only when these coupons are exclusively provided through Branded Affiliate Program. We reserve the right to not pay commissions on any registrations made with any other coupon codes and such commissions, if paid, will be reversed.;

   • You acknowledge and agree that, as an independent contractor, you are responsible for any taxes owed due to commissions paid to you and that you will provide any/all necessary taxable information as requested by Branded. You also acknowledge and agree that failure to comply with this requirement will result in a forfeiture of your commissions.

   You acknowledge and agree that no commission is payable if Your Site:

   • Contains software or uses technology that attempts to intercept, divert or redirect Internet traffic to or from any other web site, or that potentially enables the diversion of affiliate commissions from another web site. This includes toolbars, browser plug-ins, extensions and add-ons;

   • Sends traffic to Branded website that is generated by unauthorized traffic channels, e.g. click exchanges, banner exchanges, paid search advertising, etc.; and

   • Replaces DNS errors caused by mistyping Branded’s domain name with a page showing the appropriate Branded banner or affiliate link to our web site.

   Notwithstanding anything to the contrary in this Agreement, in addition to any and all other rights and remedies to which Branded is entitled, Branded specifically reserves the right to:

   • Terminate the Affiliate Program at any time for any reason;

   • Terminate your participate in the Affiliate Program at any time for any reason. If your participation is terminated, Branded will make any commission payments from validly registrations from Your Site which accrue before the termination date. Branded will not make any commission payments which accrue after the termination date. You acknowledge and agree that the determination as to whether a registration was “validly generated” from Your Site shall be made in Branded’s sole and absolute discretion;

   • Suspend your participation in the Affiliate Program at any time for any reason. If you are suspended, you will not receive any commission payments during your suspension period, whether such commission payments accrued before or during your suspension period. After completion of an internal investigation, if you are allowed to continue to participate in the Affiliate Program, Branded will make any commission payments from valid registrations from Your Site which accrued before or during your suspension period. You acknowledge and agree that the determination as to whether a registration was “valid” from Your Site shall be made in Branded’s sole and absolute discretion.

   • Require the forfeiture of any previously earned revenue, which has been paid or yet to be paid on any registrations you generated or assisted in generating during any times when you are in violation of this Agreement.

   • Deactivate any and all accounts and domains that Branded believes, in its sole and absolute discretion, to be violating the terms and conditions of this Agreement.

   Branded will track all commissions earned and may, at its sole discretion, decide not to pay any commission to you should we believe that any referral has been made in violation of its guidelines, due to visitor/member fraud, or due to visitor/member contract cancellation. It is your sole and absolute duty to precisely follow this Agreement and its guidelines, at all times. Branded is under no obligation whatsoever to pay any commission to any affiliate who does not strictly follow this Agreement and its guidelines, as modified from time to time.

5. YOUR RESPONSIBILITY

   As an affiliate, we provide you with the links and banners necessary to promote Branded products and services, which you may display in any area of Your Site as you wish. The links will identify Your Site as a member of our Affiliate Program and will establish a link from Your Site to ours. You acknowledge and agree it is your sole responsibility to indicate your correct unique affiliate ID in the promo materials you use on Your Site. You may promote the products and services that Branded offers in any manner you choose unless it misleads visitors about Branded services.

   You also understand and agree that participation in the Affiliate Program requires ongoing activity. Should you no longer wish to participate in the Affiliate Program, you may withdraw by notifying Branded.

   If you are an Affiliate directly with Branded, you may withdraw by submitting a Notice of Withdrawal via your Branded account panel. Your email to us must indicate that you will cease use of our advertising tools and remove them from Your Site. Upon receipt of your email, we will confirm removal of our tools from Your Site. Once confirmed, we will ensure that you receive final payment for any valid registrations that are pending commission payment.

   Affiliates that are inactive for six (6) months and who have not withdrawn from the program may, at Branded’s sole discretion, be considered effectively withdrawn from the program.

6. OUR RESPONSIBILITY

   Branded is responsible for processing the order, cancellations, returns and other related member service for Branded products and services. However, Branded will not be responsible for lost leads due to technical difficulties preventing Branded from registering a domain name or providing any other product or service to the visitor. Branded is also responsible for tracking and validating affiliate leads and commissions and providing this information to affiliates

7. FTC DISCLOSURE POLICY

   At Branded, our aim is to treat members fairly and, together with our affiliates, to comply with laws, including all Federal Trade Commission (FTC) regulations that relate to advertising. FTC regulations include, but are not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising. Among other criteria it requires that material connections between advertisers and endorsers must be fully disclosed. This means that affiliates that provide an assessment or endorsement of an advertiser (Branded) must disclose financial or in-kind compensation that is provided by advertiser.

   Branded reserves the right to withhold referral fees and cancel the affiliate relationship with you, should we find, at our discretion, that you do not comply with Branded’s FTC disclosure policy or any other FTC regulations or guidelines we view as applicable.

8. LIMITATION OF LIABILITY

   Branded shall not be liable for any unauthorized access to, or any corruption, erasure, theft, destruction, alteration, or inadvertent disclosure of data, information or content transmitted, received, or stored on its system or any third-party systems. With respect to passwords, account identifiers and other systems used to control access to your account, it is your responsibility to safeguard such passwords, account identifiers, and other systems used to control access to your account.

   UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES FOR ANY REASON WHATSOEVER RELATED TO THIS AGREEMENT, YOUR USE OR INABILITY TO USE OUR WEB SITE(S) OR THE MATERIALS AND CONTENT OF THE WEB SITE(S) OR ANY OTHER WEB SITES LINKED TO SUCH WEB SITE(S) OR YOUR PROVISION OF ANY PERSONALLY IDENTIFIABLE INFORMATION TO BACKEND SERVICE PROVIDER OR ANY THIRD PARTY. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE. BECAUSE CERTAIN JURISDICTIONS DO NOT PERMIT THE LIMITATION OR ELIMINATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IF ANY PROVISION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE UNENFORCEABLE, ONLY SUCH PROVISION SHALL BE REMOVED AND THE REMAINDER SHALL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. INDEMNITY AND DEFENSE

   With respect to ICANN, the registry operators, and Branded, as well as the contractors, agents, employees, officers, directors, shareholders, and affiliates of such parties, you agree to defend, release, indemnify, and hold such parties harmless from all liabilities, claims and expenses, including without limitation reasonable attorneys’ fees and court costs, for third party claims relating to or arising under (i) Affiliate’s breach of or non-compliance with this Agreement, (ii) Affiliate’s use of the services, (iii) Affiliate’s violation or alleged violation of any applicable law, (iv) Affiliate’s violation or alleged violation of any rights of another, including violation of a person’s or entity’s intellectual property rights, (v) any products or services offered, sold or otherwise made available by Affiliate on Affiliate’s Web Site or Publishing Location, (vi) Affiliate’s acts or omissions in using, displaying or distributing any Links obtained from the Affiliate Program or elsewhere, including but not limited to Affiliate’s use of Links via email distribution, or (vii) any assertion that Branded is obligated to pay taxes in connection with a commission payment made by Branded to Affiliate pursuant to this Agreement. In the context of this Section only, the term “Branded” shall including Branded’s officers, directors, employees, agents, representatives, contractors, and any entity that controls, is controlled by, or is under common control with Branded. Affiliate’s indemnification obligations set forth in this Section shall survive the expiration, cancellation or termination of this Agreement.

10. REPRESENTATION ON AUTHORITY OF PARTIES/SIGNATORIES

    Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

11. FINAL AGREEMENT

    This Agreement, the referenced agreements, together with all modifications, constitute the complete and exclusive agreement between you and us, and supersede and govern all prior proposals, agreements, or other communications. This Agreement may not be amended or modified by you except by means of a written document signed by both you and an authorized representative of us.

12. NO AGENCY RELATIONSHIP

    Nothing contained in this Agreement shall be construed as creating any agency, partnership, employer/employee or other form of joint enterprise between the parties hereto. Each party to this Agreement is an independent contractor and have no right or authority to bind or commit the other party. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.

13. WAIVER

    The failure of us to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

14. ENFORCEABILITY

    In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.

15. ASSIGNMENT AND RELEAD

    Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at our option.

16. FORCE MAJEURE

    Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake, flood, fire, storm, natural disaster, act of God or the public enemy, riots and insurrections, war, terrorism, armed conflict, strikes and other labor difficulties (whether or not the party is in a position to concede to such demands), embargoes, judicial action, necessary labor, materials, energy, components or machinery, failure of telecommunications, lockout, boycott, supplier failures, shortages, breaches, or delays, or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over Branded, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, Branded may immediately terminate this Agreement.

17. GOVERNING LAW, JURISDICTION, WAIVER OF TRIAL BY JURY

    Your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of California. You agree that any action to enforce this agreement or any matter relating to Your use of the Services must be brought exclusively in the United States District Court of California, or if there is no jurisdiction in such court, then in a state court in San Diego County, State of California. You agree to waive the right to a trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.

18. HEADINGS

    The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

19. DEFINITIONS; CONFLICTS

    Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.