Promoters Program Terms and Conditions

AFFILIATE AGREEMENT

SERVICES.

In exchange for the Referral Fee, the Affiliate will provide the following services:

(a) Posting of Link.

(i) Post the Link on the Affiliate Website.

in a position to be determined by the Affiliate in its discretion; provided, however, that the Link may not be placed on the Affiliate Website in any position that would be misleading or cause confusion.

(ii) Post the Link on the Affiliate Website for such period(s) of time as may be determined by the Affiliate in its discretion.

(iii)Use reasonable efforts to ensure the Link works on the Affiliate Website, and that any visitor who clicks on the Link will be connected to the Company Website.

(b) Removal of Link. Remove the Link from the Affiliate Website as may be determined by the Affiliate in its discretion; provided, however, that the Affiliate shall remove the Link from the Affiliate Website immediately if directed to do so by the Company.

(c) Customer Referral. Refer new, unique and legitimate customers (i.e., customers not previously existing to the Company) to the Company Website via the Link.

(d) The Company and the Affiliate are not affiliated in any way and the Company in no way endorses or sponsors the Affiliate Website.

REFERRAL FEE.

(a) Calculation of Referral Fee.The Referral Fee shall be calculated by the Company in good faith at a rate of 10% (the “Rate”) per each valid purchase, as determined by the Company, via the Link (each, a “Click” and, collectively, the “Clicks”) that results in a sale of the Company’s products or services.

(b) Records. The Company shall maintain accurate and up-to-date records in accordance with generally accepted methods of accounting for all data used to determine any Referral Fee payable to the Affiliate.

(c) Affiliate Discrepancies. The Affiliate can notify Company of any discrepancies between the Company’s records and any Referral Fee paid to the Affiliate. If an error occurred, the Referral Fee shall be corrected by the Company within 30 days of receiving notification of such discrepancy from the Affiliate.

(d) Payment. Except as provided below, any Referral Fee accrued and payable to the Affiliate shall be paid by the Company

On a monthly basis.

(i) No Payment of Referral Fee. The Affiliate will not be eligible to receive a Referral Fee for, and the Company will not pay a Referral Fee when:

(A)Such Referral Fee results from a manipulative, false, or erroneous Click, including, but not limited to, any Click obtained by a fraudulent or deceptive program, device, or scheme, artificial mechanism, or the use of Affiliate’s employees to generate a false Click, which leads to a purchase.

(B)Such Referral Fee results from an existing customer of the Company.

(C)Such Referral Fee results accidentally from a duplicate sale.

(D)The sale underlying such Referral Fee results in a return, cancellation, or refund, or when payment is not received by the Company (each, a “Charge-back”).

(ii) Adjustment of Referral Fee. Any Referral Fee, or portion thereof, that has been paid to the Affiliate but later results in a Charge-back will be deducted from the Affiliate’s next Referral Fee. If no subsequent Referral Fee is to be paid to the Affiliate, an invoice will be sent to the Affiliate for the amount of the Charge-back.

(iii)Following termination of the Agreement by the Company for a material breach pursuant to Section 4(a)(ii) thereof, the Affiliate will forfeit any Referral Fee for the last 90 days after the date of the Affiliate’s material breach.

LINK GUIDELINES

FORM.

The Link shall be provided to the Affiliate in the following form(s):

Text, Logo, Image, Button, etc.

FORMAT.

The Link shall be provided to the Affiliate in the following format(s): HTML, GIF, JPG, PNG

DIMENSIONS.

There is no minimum or maximum dimensions for the link and or creative.

QUALITY.

(a) Content. The Company shall use reasonable efforts to ensure that the content of the Link is free of errors, including, but not limited to, factual, spelling, grammatical, and punctuation errors.

RESPONSIBILITIES.

(a) Of the Affiliate. The Affiliate agrees to do each of the following:

(i) Post the Affiliate's unique Link to be used to promote the Company's products

(ii)Display the Link in a manner on the Affiliate Website that does not reflect adversely on the Company or mislead visitors.

(iiii) Offer their discount to friends and fans by clearly promoting as Affiliate and not utilizing any content from Company except that which is explicitly provided for promotional purposes.

(b) Of the Company. The Company agrees to do each of the following:

(i) Provide all assistance and cooperation to the Affiliate in order to enable the Affiliate to post the Link on the Affiliate Website.

(ii) Provide initial information and deliver the materials comprising the Link within 30 days of the Effective Date.

(iii)Maintain accurate records of the data used to determine the Referral Fee.

(iv) Use commercially reasonable efforts to maintain the Company Website and minimize any downtime or errors that affect the operability of the Link.

INTELLECTUAL PROPERTY.

(a) No Intellectual Property Infringement by Company. The Company represents to the Affiliate and unconditionally guarantees that all text, graphics, photos, designs, trademarks, or other content comprising any (i) Link and (ii) the Company Website are owned by the Company, or that the Company has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Affiliate and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Company. The Company further represents to the Affiliate that the Link does not infringe, dilute, or otherwise violate third-party rights or trademarks.

(b) No Intellectual Property Infringement by Affiliate. The Affiliate represents to the Company and unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Affiliate Website are owned by the Affiliate, or that the Affiliate has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Company and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Affiliate. The Affiliate further represents to the Company that the Affiliate Website’s domain name or URL listing does not infringe, dilute, or otherwise violate third-party rights or trademarks.

(c) Company Property Rights. All text, graphics, photos, designs, trademarks, service marks, trade names, or other content comprising the Link provided, leased, or licensed to the Affiliate with respect to the Affiliate’s performance of the Services are the sole property of the Company, and the Affiliate has no ownership or other intellectual property rights in or to such items. Without the prior written consent of the Company, the Affiliate will not use or mention the Company’s name, or publish or distribute any materials provided, leased, or licensed to the Affiliate, for any purpose not specified in this Agreement.

(d) Affiliate Property Rights. All text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Affiliate Website are the property of the Affiliate and the Company has no ownership rights or other intellectual property rights to such items.

(e) The Company grants the Affiliate a non-exclusive, limited license to use its trademarks, service marks, and trade names only in connection with placing the Link on the Affiliate Website during the Term.

COMPANY RIGHTS.

(a) Right to Monitor Affiliate Website. The Company has the right, but not the duty, to monitor the Affiliate Website. The Company shall notify the Affiliate of any modification that the Company reasonably requests be made to the Affiliate Website in connection with posting the Link. If the Affiliate fails to make such modification, the Company reserves the right to terminate the Agreement immediately on written notice.

(b) Right to Modify, Replace Link. The Company may, in its discretion, modify, update, or replace the Link with another Link. The Affiliate will remove the then-current Link from the Affiliate Website and replace such Link with the modified, updated, or replacement Link.

(c) Right to Remove Link. The Company may, in its discretion, direct the Affiliate to remove, and the Affiliate agrees to remove at the Company’s direction, the Link from the Affiliate Website at any time and for any reason.

Affiliate Rights.

(a) Right to Review Link. The Affiliate has the right, but not the duty, to review the Link, and does not accept responsibility or liability for any errors or inaccuracies.

(b) No Right to Alter Link. The Affiliate may not, without first obtaining the written consent of the Company, alter the Link in any manner, including, but not limited to, modification of the design, color, format, specification, or content of the Link.

Pay Per Click Advertising.

(a) Site publishers should not be bidding on keywords associated with "iHeartRaves" or "I Heart Raves". Misspelled or derivatives of those names - be it separately or in combination with other keywords. Site publishers are not allowed to use PPC online advertising (Pay Per Click) using trademarked names. Affiliates will not be allowed to direct the traffic from search engine marketing campaigns to their own website prior to re-directing it to ours and will be considered trademark violators. Violators will be banned and deleted from the Refersion Affiliate Program and the violator will forfeit any unpaid and potential payouts henceforth. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

NATURE OF RELATIONSHIP.

The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Affiliate is and will remain an independent contractor in its relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Affiliate’s compensation hereunder. The Affiliate shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and a third party.