The Ultimate Digital Platform

This PayGenie Affiliate Agreement (this "Agreement") is entered into by and between PayGenie, a Florida corporation, d/b/a PayGenie or PayGenie.com ("PayGenie" or "Us" or "We"), and you, as a participant in the PayGenie Affiliate Program, hereinafter defined ("Affiliate" or "You"). You must agree to abide by the terms and conditions contained in this Agreement in order to participate in the PayGenie marketplace and use the services provided by PayGenie. Please read this Agreement carefully before registering FOR the PayGenie Affiliate program. By signing up for the PayGenie Affiliate Program, You indicate Your acceptance of the terms and conditions of this Agreement. If You do not accept this Agreement, do not register for the PayGenie Affiliate Program.

1. Definitions. The following is a list of defined terms used throughout this Agreement.

a. Affiliate. An "Affiliate" is an individual or entity that registers with PayGenie and agrees to display Links (hereinafter defined) and otherwise market products or services for Vendors (hereinafter defined) in order to generate approved sales by such Vendors, in exchange for commissions.

b. Insertion Order. An "Insertion Order" is the form describing the particular specifications by which a Vendor is willing to allow an Affiliate to market its products or services. Insertion Orders may specify types of media used (e.g., Links or banner ads), details of approved sales, and commissions available for such approved sales. Insertion Orders may appear under a Vendor's page in the Marketplace or may be supplied separately to an Affiliate.

c. Link. A "Link" is a hyperlink placed by an Affiliate that, when clicked on, serves the Vendor's website to the internet user's browser. The Link may be in the form of text, a product image, a button, a banner, or any other format acceptable to the Vendor and defined in an applicable Insertion Order.

d. Marketplace. The "Marketplace" is the section of the PayGenie.com website where Vendors list the products or services for which they are willing to enter into an arrangement with an Affiliate for purposes of allowing that Affiliate to post Links and otherwise market the Vendor's products or services.

e. Vendor. A "Vendor" is an individual or entity that registers with PayGenie and agrees to pay a commission for approved sales to a customer or user generated by an Affiliate registered with PayGenie.

2. The Service. PayGenie operates a program (the "Affiliate Program") whereby Vendors who have products or services to sell sign up with PayGenie in order to have Affiliates post Links and otherwise market the Vendor's products or services, pursuant to the individual terms proposed by the Vendors. All relationships and interactions between You and any Vendors will be managed by and conducted through the Affiliate Program and will be subject to the terms and conditions of this Agreement, the PayGenie Vendor Agreement, the PayGenie Privacy Policy and any other applicable policies or agreements listed on the PayGenie.com website (the "Site"). Each arrangement with each Vendor will additionally be subject to the terms posted by that Vendor in the PayGenie Marketplace or specified in the applicable Insertion Order.

You agree that You will not intentionally solicit any Vendor directly or indirectly via an ad agency, broker or any other person or entity. PayGenie will promptly reply in writing to any inquiries received from Affiliate regarding the status of any person or entity as a Vendor registered with PayGenie so as to aid Affiliate in its efforts to comply with the non-solicitation provisions of this Agreement. Because PayGenie will be irreparably harmed by Affiliate's conduct and because the true extent of such harm will be impossible to quantify, monetary damages will not be an adequate remedy for any such conduct. Affiliate agrees that PayGenie may be entitled to injunctive relief without the necessity of posting bond or required demonstration of failure of monetary damages. Such injunctive relief is in addition to and not exclusive of all other rights and remedies available to PayGenie. The ability to seek and obtain injunctive relief is a bargained for provision of this Agreement.

3. Registration. In order to register as an Affiliate with PayGenie and to participate in the Affiliate Program, You must be at least 18 (eighteen) years of age and must complete the required application form found on the Site, which requires supplying a name, supplying a valid e-mail address and creating an acceptable password. Additionally, You must comply with all the requirements for creating a valid PayPal Account and linking that account with the PayGenie payment system, as detailed in the following section. PayGenie reserves the right, in its sole and absolute discretion, to (i) deny any person or entity the right to register with PayGenie or participate in the Affiliate Program and/or (ii) terminate any person or entity's participation in the Affiliate Program at any time. The following types of websites are NOT ALLOWED TO PARTICIPATE in the PayGenie Affiliate Program:

X-rated sites and sites that contain or promote sexually explicit materials; Sites that promote violence or discord; Sites that promote discrimination based on race, religion, nationality, disability, sexual orientation or age; Sites that promote illegal activity, including hacking; or Sites that violate intellectual property rights.

As part of the registration process, You will select a username and password combination that You use to access Your account within the Affiliate Program (Your "PayGenie Account"). You shall provide PayGenie with accurate, complete and updated registration information. You may not select the name of another person or entity with the intent of impersonating that person or entity or deceiving Vendors, other Affiliates or other users as to Your true identity. You agree that PayGenie may rely on any data, information, notice or request furnished to PayGenie by You that is reasonably believed by PayGenie to be genuine and to have been sent or presented by a person reasonably believed by PayGenie to be authorized to act on Your behalf. You shall notify PayGenie by e-mail sent to the following address of any known or suspected unauthorized uses of Your PayGenie Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username or password: [email protected]. You are solely responsible for maintaining the confidentiality of Your username and password and are solely responsible for all usage and activity on or through Your PayGenie Account, including use of Your PayGenie Account by a third party authorized by You. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination of Your PayGenie Account by PayGenie, in its sole and absolute discretion, and referral to the appropriate law enforcement agencies.

PayGenie reserves the right to send e-mails to You at the e-mail address You provide and to otherwise communicate with You for purposes related to the Affiliate Program, including, but not limited to, informing You of applicable changes or additions to the Affiliate Program, the Site or this Agreement.

4. Services, License, and Intellectual Property. PayGenie grants Affiliate a revocable, non-transferable, non-sublicensable, nonexclusive, limited license to use and host Links to the Site and/or designated Vendors' websites containing Vendors' marketing materials on Affiliate's website and any other approved media solely for the purpose of performing services pursuant to this Agreement and the applicable Insertion Order(s). PayGenie does not grant Affiliate any license to host its advertising campaign separate or distinct from the link to the Site and/or designated Vendors' websites. Affiliate acknowledges and agrees that Affiliate does not have, nor will it claim, any right, title or interest in (i) PayGenie's proprietary software or any of its websites or Links or other marketing materials of PayGenie or its Vendors, (ii) any software, applications, data, methods of doing business or any elements thereof, or (iii) any content provided by PayGenie or its Vendors. Affiliate will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from PayGenie that allows PayGenie to measure advertisement performance and provide its services. In addition, Affiliate acknowledges that all non-public information, data and reports received from PayGenie hereunder or as part of the services hereunder are proprietary to and owned by PayGenie. If instructed to do so by PayGenie and/or if Affiliate shall be terminated by PayGenie, Affiliate will immediately destroy and discontinue the use of any PayGenie data, including Site data, and any other material owned by PayGenie or any Vendors.

Notwithstanding the foregoing, the registered and unregistered trademarks, service marks, tradenames, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin of PayGenie may not be used in connection with any business, product, or service whose source is not PayGenie, in any manner that is likely to cause confusion among customers, the trade, or the public, or in any manner that disparages or discredits PayGenie or any of its Affiliates. All other trademarks, service marks, tradenames, and logos not owned by PayGenie that appear on the Site are the property of their respective owners, who may or may not be affiliates with, connected to, or sponsored by PayGenie. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the trademarks, service marks, tradenames, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin of PayGenie or its Affiliates displayed or contained in the Site without the express, written consent of PayGenie or its Affiliates.

All content on the Site, including, but not limited to, text, design, graphics, logos, button icons, images, audio clips, digital downloads, interfaces, data compilations, software, and code, and the compilation of all content on the Site, as well as all software used on the Site, is the property of PayGenie, its Affiliates, or its Vendors, and is protected by United States and international copyright laws. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the copyrighted works displayed or contained in the Site without the express, written consent of PayGenie.

5. PayPal Account. In order to be eligible to participate in the Affiliate Program, You must register and create an account with PayPal (Your "PayPal Account"), which includes supplying all information required by PayPal. You are responsible for complying with all requirements for registration with PayPal and for otherwise complying with all applicable terms and conditions located on the PayPal website, at www.paypal.com. In addition, You must complete the necessary processes in order to properly link Your PayPal Account to the PayGenie payment system and implement the necessary payment splits described in each relevant Insertion Order with each Vendor. Failure to properly link Your PayPal Account to the PayGenie payment system or to implement the necessary payment splits may be grounds for termination of Your PayGenie Account and Your participation in the Affiliate Program, as PayGenie determines in its sole and absolute discretion. In no event shall PayGenie be responsible for ensuring proper registration with PayPal, proper linking to the PayGenie payment system, or proper payment of any sums under this Agreement. All payments through the Affiliate Program are processed through PayPal, using Your PayPal Account, and are subject to all terms and conditions provided on the PayPal website. You are solely responsible for ensuring proper receipt of payments. In no event does PayGenie make any representations or warranties of any kind relating to the PayPal website, Your PayPal Account, or any payments through such account; nor is PayGenie liable in any way for any error or omission on the part of PayPal.

6. Vendor Links. As a registered Affiliate in the PayGenie Affiliate Program, You will have the opportunity to arrange with Vendors to place Links, banner ads, and related materials advertising the Vendor's products or services on Your websites or in other media approved by the Vendor. You are free to place such Links and related materials on Your websites or other approved media as You see fit, provided that You comply with all requirements posted by the Vendor in the Marketplace or in the relevant Insertion Order. Any page containing a Vendor's Link, banner, or materials must be written in English. Affiliates are prohibited from displaying Vendors' Links or materials on newsgroups, chat rooms, unsolicited e-mails, ICQs, message boards, banner networks, hit farms, counters, or guestbooks. Affiliates are also prohibited from displaying a Vendor's web site in any way that is not the result of a direct click by the end-user. Desktop advertising schemes are strictly prohibited, including any and all third-party advertising platforms that use a desktop application to display advertisements in any form.

7. Commission Fee. You will receive a fee for each completed sale that You send through the Links or materials posted on Your websites, and in other approved media, to a Vendor with whom you have been approved to sell such Vendor's products or services through its affiliate program (the "Commission Fee"). For You to receive a Commission Fee, a customer or user must complete an order form on the Vendor's checkout page for the relevant product or service, must complete the relevant form on the PayPal website, and must remit full payment for the product or service ordered from the Vendor. For each order that completes the preceding process, You will receive the percentage specified by the Vendor in the Marketplace or in the relevant Insertion Order for each such completed sale.

8. SPAM. SPAM, OR UNSOLICITED COMMERCIAL E-MAIL, IS ABSOLUTELY PROHIBITED. We will terminate Your Account and immediately dismiss you from the Affiliate Program if We determine that You have sent SPAM or Unsolicited Commercial E-mail, whether in connection with the Affiliate Program or otherwise, and You will not be entitled to any payment or reimbursement for funds remaining in Your PayPal Account. Further, You agree to comply with all U.S. state and federal SPAM laws, including, but not limited to, the Federal CAN-SPAM Act of 2003. You also agree to indemnify Us from any liability connected with SPAM or unsolicited e-mail transmissions by You or connected to You.

9. Inactive Accounts. PayGenie reserves the right, in its sole and absolute discretion, to terminate Your PayGenie Account if it is left inactive for more than six (6) months and to remove the same from the Site. An "inactive" account is one for which both of the following are true: (i) no one has logged into the account, and (ii) no one has used the account for any transactions with Vendors.

10. Affiliate Content. You represent that all content, data, or information You provide to PayGenie or post on the Site is solely owned by You or provided by You with the express authority of the person or entity You represent; does not infringe upon any other individual's or entity's rights (including, without limitation, intellectual property rights); and is not defamatory, libelous, unlawful, or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate (or in connection with the Affiliate Program) any content, or website that includes content, that is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. You are solely responsible for the content, data, and information You provide, promote, distribute, place or otherwise publish and for Your website.

11. Representations, Warranties, and Covenants.

a. Mutual Representations. Each party represents and warrants that: (i) it has the right to enter into and fully perform the services contemplated herein, consistent with this Agreement; (ii) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with this Agreement; and (iii) at all times while Affiliate is participating in any of PayGenie's services, using the Site, or participating in the Affiliate Program, each party shall comply with all applicable laws and regulations. Neither party makes any guarantee, representations or warranties, express or implied, as to the level of consumer response that will result from the Affiliate Program.

b. Affiliate Representations. Affiliate represents and warrants that: (i) Affiliate's websites and other media will comply with all applicable State and Federal laws; (ii) Affiliate's websites and other media do not contain or promote, nor link to another website that contains or promotes, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content, products, services or activities; (iii) Affiliate owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on Affiliate's websites and other media; (iv) Affiliate shall not promote products or services through websites or links to websites containing any pornographic, racially or ethnically discriminatory, political, software pirating or hacking, hate-mongering, or otherwise objectionable or illegal content; (v) Affiliate shall at no time use PayGenie's proprietary software or any materials provided by PayGenie or a Vendor in any manner other than that which is specifically contemplated herein; (vi) Affiliate will not engage in any kind of deceitful, misleading or other unfair trade practices, or fraudulent or other unlawful practice; (vii) Affiliate shall at no time engage in, disseminate, promote or otherwise distribute PayGenie's or Vendors' Links or marketing materials through the use of contextual media, specifically, downloadable software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable); (viii) Affiliate will not place any Link on any website that contains inappropriate content, which includes, but is not limited to, content that: (a) promotes the use of alcohol, tobacco or illegal substances, nudity, sex, pornography, adult-oriented content (such as phone sex or escort services), expletives or inappropriate language; (b) promotes gratuitous violence, abuse or threats of physical harm; (c) promotes illegal or unethical activity, racism, hate, SPAM, mail fraud, gambling, sweepstakes, pyramid schemes, investment and money-making opportunities or illegal advice; (d) promotes use of illegal substances or illegal activities (such as bomb building, counterfeiting money or using pirate software (e.g., Warez or Hotline)); (e) is libelous, defamatory, infringing, false, misleading or contrary to public policy; (f) is otherwise prohibited by Federal or State law; or (g) may bring PayGenie or its associated Vendors (or both) negative publicity; (ix) Affiliate will not engage in any spoofing, redirecting or trafficking from adult-related websites in an effort to gain traffic or websites that are point, lottery or rewards based and encourage users to click on offers or use offers to generate revenue for users to win points, rewards, or other incentives (unless expressly approved in writing by PayGenie); (x) Affiliate will not violate any third party terms and conditions, which includes, but is not limited to, the unauthorized use of a third party website for commercial gain or post bulletins to non-owned accounts; (xi) Affiliate will not use deceptive or misleading practices (such as the use of spyware, adware, devices, programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a consumer is generating a lead); and (xii) Affiliate will not engage in any deceptive form of advertising.

12. Limitation of Liability; Disclaimer of Warranty. IN NO EVENT SHALL PayGenie BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM: (A) AFFILIATE'S USE OF ANY OF PayGenie's SERVICES OR THE SITE, (B) AFFILIATE'S PARTICIPATION IN THE AFFILIATE PROGRAM, (C) AFFILIATE'S DISPLAY OF ANY VENDOR MATERIALS, OR (D) AFFILIATE'S PAYPAL ACCOUNT OR ACTS OR OMISSIONS OF PAYPAL.

DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, DOWN TIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE SITE, THE LINKS, THE PAYPAL WEBSITE AND ITS SERVICES, OR THE OTHER SERVICES DESCRIBED HEREIN MAY OCCUR. WITHOUT LIMITING THE ABOVE, THE LINKS, THE SITES, THE VENDOR MATERIALS IN THE MARKETPLACE AND ANY OTHER MATERIALS PROVIDED TO AFFILIATE ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND PayGenie MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN; (C) THAT THE SECURITY METHODS EMPLOYED BY PayGenie OR ITS VENDORS WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR AGAINST ALL ATTACKS; (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON; (E) REGARDING PAYPAL, ITS WEBSITE, ITS SERVICES, OR ITS SECURITY; OR (F) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S WEBSITE. ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED BY PayGenie IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU.

PayGenie's LIABILITY AND AFFILIATE'S REMEDIES are limited solely and exclusively to those described herein. PayGenie's liability, whether based On tort, contract, warranty, strict liability, or another legal claim, shall not exceed the lesser of: (a) $1,000; or (b) the amount in commission FEEs paid to PayGenie PURSUANT TO THIS AGREEMENT during the six (6) month period PRECEDING THE CLAIM. In no event shall PayGenie be liable for any loss of profits, loss of use, or other indirect, incidental, special or consequential damages, even if PayGenie HAS been advised of the possibility of such damages.

PayGenie makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any advertisement or marketing materials, or any product or service advertised in connection therewith or on any linked pages. PayGenie has no liability to Affiliate for unapproved hyperlinks or materials, including all copy, images, URL names and search terms used by Affiliate for promotions, campaigns or programs. PayGenie makes no representations whatsoever about any other website that Affiliate may access through PayGenie's services or the Affiliate Program. When Affiliate accesses a website that is not associated with and is independent from PayGenie, Affiliate acknowledges that PayGenie has no control over the content of such website.

13. Indemnity. Affiliate will defend, indemnify, and hold harmless PayGenie, the Vendors, and their affiliates, directors, employees, agents, successors and assigns from and against all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorneys' fees and expenses) (collectively "Claims") arising from, related to or associated with any acts or omissions of Affiliate, any breach of this Agreement by Affiliate or any breach by Affiliate of any representations or warranties contained herein. PayGenie reserves the right, at Affiliate's expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate hereunder. Affiliate hereby acknowledges that the Vendors are intended third party beneficiaries of the foregoing indemnification obligation. No settlement may be consummated without PayGenie's express written authorization, which shall not be unreasonably withheld. As part of this indemnification obligation, PayGenie shall have the right of offset against any amounts owed hereunder to Affiliate for any indemnification obligations set forth above. Affiliate will immediately notify PayGenie of any current, impending, or potential legal action against it by a third party for matters relating to PayGenie, the Affiliate Program, this Agreement, or any information provided in connection therewith (or any combination of the foregoing) when the same arises.

14. Confidentiality. In the course of this Agreement, each party may have access to confidential and proprietary information ("Confidential Information") relating to the Affiliate, PayGenie or Vendors. Each party agrees not to disclose or disseminate the Confidential Information without prior express written consent from the relevant party to whom such Confidential Information relates, except to the extent required by law. The term "Confidential Information" shall include, without limitation, the terms of this Agreement (including pricing and payments) and information regarding existing or contemplated services, products, Vendors, processes, techniques, advertising or know-how, or any information or data developed pursuant to the performance of the services. However, Confidential Information shall not include information that is or becomes part of the public domain through no action or omission of the receiving party, that becomes available to the receiving party from third parties without such receiving party's knowledge of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement.

15. Copyright Infringement. PayGenie has implemented procedures for receiving written notification of claimed infringements of copyright and for processing such claims, in accordance with the Digital Millennium Copyright Act ("DMCA"). To file a copyright infringement notification with Us, You will need to send Us a written communication that includes substantially the following information (see 17 U.S.C 512(c)(3) for further detail, or consult Your legal counsel to confirm these requirements):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works on the Site;

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Us to locate the material (the best way to tell Us this is to provide a URL in the body of an email);

4. Information reasonably sufficient to permit Us to contact You, such as an address, telephone number, and, if available, an electronic mail;

5. A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Such written notice should be sent to PayGenie's designated agent as follows: PayGenie.com 1065 East Broadway Street Unit 2 Oviedo, FL 32765

Only DMCA notices regarding copyright infringement should go to PayGenie's copyright agent. Your feedback, comments, requests for technical support and other communications should be directed to: [email protected].

Please note that under Section 512(f) of the Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. You acknowledge and agree that if You fail to fully comply with all of the requirements listed above, Your DMCA notice may not be valid.

If You believe that content You submitted that was removed (or to which access was disabled) is not infringing, or that You have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content, You may send a counter-notification containing the following information to PayGenie's designated copyright agent, at the above address/email:

1. Your physical or electronic signature;

2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

3. A statement that You have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

4. Your name, address, telephone number, and e-mail address, a statement that You consent to the jurisdiction of the federal court in Seminole County, Florida, and a statement that You will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by PayGenie's copyright agent, We may send a copy of the counter-notice to the original complaining party informing that party that We may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at PayGenie's sole discretion.

Please note that under Section 512(f) of the Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that We enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers

16. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, however, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

17. General.

a. Entire Agreement. This Agreement, together with the terms for each of the applicable Insertion Orders, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties.

b. Term. This Agreement shall begin upon Our acceptance of Your Affiliate application and shall remain in effect until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, upon providing written notice of termination to the other party.

c. Governing Law. This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by and construed according to the laws of the State of Florida, without regard to its conflicts of laws provisions, and any disputes arising under or relating to this Agreement shall be brought exclusively in the state or federal courts of ________________, Florida.

d. Waiver. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.

e. Assignment. Affiliate may not assign any of its rights hereunder without the prior written consent of PayGenie, which consent may be withheld for any reason.

f. Severability. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid and enforceable according to its terms.

g. Relationship. The parties agree that PayGenie is acting as an independent contractor in offering its services and managing the Affiliate Program and that the relationship between PayGenie and Affiliate shall not constitute a partnership, joint venture or agency. Neither PayGenie nor any of PayGenie's employees or agents (collectively referred to herein as the "Employees") shall be considered: (i) an employee, agent or legal representative of Affiliate, or (ii) shall have any authority to represent Affiliate or to enter into any contracts or assume any liabilities on behalf of Affiliate. PayGenie retains all the rights and privileges of sole employer of the Employees, including, without limitation, the right to control, hire, discipline, compensate and terminate such Employees. Neither PayGenie nor any of the Employees shall have any right to receive any employee benefits as are in effect generally for Affiliate employees.

h. Amendments. PayGenie reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Affiliate Program at any time. In the event of any material change, PayGenie will notify You via e-mail, newsletter or the Site at least three (3) days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Affiliate Program.

i. No Third Party Benefit. Except as explicitly stated herein, the parties intend that no other person or entity is or shall be entitled to bring any action to enforce any provision of this Agreement against either of the parties, and that the covenants, undertakings, and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties and their respective successors and assigns as permitted hereunder.

j. Notice. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission or verified e-mail; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service to Affiliate at the address provided during the registration process and to PayGenie at the following address:

PayGenie.com 1065 East Broadway Street Unit 2 Oviedo, FL 32765