Affiliate Program Agreement

This Agreement contains the terms and conditions pertaining to your participation as an Afternic Affiliate. In this Agreement, "we" or "our" refers to Afternic, Inc. and "you" refers to an "Affiliate Member." We will hereafter use "you" and "Affiliate" interchangeably.

By parking your domains on Afternic's parked pages or by using Affiliate links to refer users to Afternic, you signify your agreement to these terms and conditions.

I. Linking and Trademark License

1. Linking License. Afternic, Inc. hereby grants a non-exclusive, non-transferable license to Affiliate to use the code and/or logo and graphic provided as part of this Agreement for linking to the Afternic.com website. Affiliate agrees to place promotional text or graphic links to Afternic in various places on Affiliate's website or use Afternic's domain name parking service.
2. Trademark License. Afternic hereby grants to Affiliate a non-exclusive, non-transferable trademark license to place Afternic's trademark(s), in text or graphic form as provided, on Affiliate's website pages for the purpose of this Agreement. All use of Afternic's trademarks as permitted in this Agreement shall accrue to the benefit of Afternic, Inc., and Affiliate shall acquire no right, title or interest in such trademarks other than the license granted herein. Afternic shall retain sole exclusive rights and quality control over its trademarks, service marks and trade names.

II. Afternic Sales Tracking

1. Afternic shall track users who access Afternic.com from Affiliate's website or email page with an affiliate link provided by Afternic. Afternic will also track users who access Afternic from web pages of Afternic's domain name parking service when users access such web pages using domain names listed with Afternic by Affiliate. Afternic shall track such users with a cookie containing Affiliate identification that expires in 365 days. The cookie containing Affiliate identification will be replaced with the cookie of another affiliate if the user subsequently accesses Afternic.com from the link of the other affiliate. Users with such cookie not expired are considered Referred Users until they join Afternic. Each such user who joins Afternic with such cookie not expired becomes a Referred Member and remains such until either (i) Affiliate's membership is terminated or (ii) this Agreement is terminated (iii) Affiliate referral expires (365 days after Referred Member's initial access to Afternic).
2. Payments. Afternic shall pay Affiliate 25% of Gross Revenue from the sales to a Referred User of an Afternic AfternicDLS Membership. Afternic shall pay Affiliate 25% of Gross Revenue from Sales Fees when a Referred Member is the buyer of a domain name at Afternic. Afternic shall pay Affiliate 25% of Gross Revenue from all other purchases of Afternic services made by a Referred Member. No payment will be made to Affiliate for sales that result in refunds or returns.

III. Parked Page PPC Tracking

1. Afternic will track users who click on search engine and other PPC links from web pages of Afternic's domain name parking service when users access such web pages using domain names listed with Afternic by Affiliate. Afternic will determine if such clicks are Qualifying Clicks using best methods in its sole discretion. Gross Revenue for Qualifying Clicks to such links will be determined by Afternic using best methods in its sole discretion. In order to discourage abuse, such methods will not be disclosed.

IV. Forbidden Actions
AFFILIATE SHALL NOT ACT, EITHER DIRECTLY OR INDIRECTLY, TO ENCOURAGE OR REQUIRE USERS TO CLICK ON PPC LINKS AND/OR GENERATE CLICKS THROUGH ANY MEANS THAT COULD BE REASONABLY INTERPRETED AS COERCEIVE, INCENTIVIZED, MISLEADING, MALICIOUS, OR OTHERWISE FRAUDULENT.

1. Affiliate, and friends or family of Affiliate, shall not click on PPC links on Affiliate's own parked web pages.
2. Affiliate may not redirect traffic to their parked domains, including traffic redirected from other domains, purchased traffic such as pop-under or exit traffic, nor set up links to their parked domains through forum signatures and any other means.
3. Affiliate shall not use their own affiliate link to refer a new account for themself in order to receive commissions on their own purchases.
4. Affiliate, and friends or family of Affiliate, shall not under any circumstances, include hyperlinks to the Domains (or sub-domains) in any electronic mail message (including both unsolicited and "opt-in" or permission email), newsgroup, message board, banner network, counter, chat room, guest book, IRC channel or on or through any other similar device or facility.

V. Payment Procedures

1. Afternic shall pay Affiliate within ten (10) days of the conclusion of each calendar month for Afternic sales and PPC. If in any month the Affiliate payment does not exceed $25, such amount shall be recorded and held, and then paid at the conclusion of the next month in which payment does exceed $25. Payments shall be made via check or PayPal as selected by Affiliate to the party and address provided by Affiliate.

VI. Warranties

1. Mutual Warranties. Each party represents and warrants to the other party that (i) it has the requisite corporate authority to enter into and perform this Agreement and (ii) its execution and performance under this Agreement shall not breach any agreements or violate any third party's rights and shall not violate any judgment, writ, injunction, or order of any court, arbitrator or governmental agency.
2. No Other Warranties and Liability Limit. Except as stated in the above Section VI.1, NEITHER PARTY MAKES ANY OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER IMPLIED OR EXPRESS WARRANTIES. NEITHER PARTY IS RELYING ON ANY STATEMENT, PROMISE, REPRESENTATION OR GUARANTEE. NEITHER PARTY SHALL BE LIABLE TO ANYONE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA, EVEN IF SUCH PARTY HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY AFTERNIC UNDER THIS AGREEMENT.

VII. Termination and Term

1. Term. This Agreement shall commence upon the Effective date and continue in effect until terminated by either party in accordance with this Section.
2. Termination Without Cause. Afternic may modify or terminate this Agreement without cause upon thirty (30) days prior notice. Such notice may be made by placing notice on Afternic's website. Affiliate may terminate this Agreement without notice to Afternic.
3. Termination For Cause Afternic may terminate this agreement without notice if in its sole discretion Affiliate has breeched this agreement. AFFILIATE FORFEITS ANY ACCUMULATED EARNINGS IF AGREEMENT IS TERMINATED FOR CAUSE.
4. Ninety (90) days after your membership expires OR after one year of account inactivity for Standard Members, account balances that are less than our disbursement minimum are forfeited to Afternic.

VIII. Relationship
The parties' relationship does not create a partnership, joint venture, agency or employer-employee relationship.

IX. Miscellaneous
This Affiliate Agreement has been made in and shall be construed and enforced in accordance with Florida law. Any action to enforce this agreement shall be brought in the federal or state courts located in Fort Lauderdale, Florida. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. This Agreement constitutes the entire agreement between the parties related to the subject matter thereof, supersedes any prior or contemporaneous (oral, written or electronic) agreement between the parties and shall not be changed except by written agreement signed by an authorized representative of each party.