Affiliate Revenue Sharing Agreement

The following terms and conditions ("Agreement") govern the relationship between the Publisher ("Publisher"), defined as an individual or entity that promotes and markets the Company’s products and services through various channels, and Barton Publishing, Inc. ("Company"). This Agreement also covers the use of the Company's website, services, and any additional products or services offered by the Company (collectively referred to as "Services").

The Company reserves the right to make changes to the Services and this Agreement at any time. Any modifications will be posted on the Company's website, and Publishers will be notified of changes upon logging into their accounts. Continued use of the Services after such posting constitutes acceptance of the modifications. If the Publisher does not agree to this Agreement in its entirety or to any subsequent modifications, they are not authorized to access any Services offered by the Company.

Company Services

Company provides Services to third-party Advertisers ("Advertisers"), who post their marketing materials ("Program(s)") on Company's proprietary platform ("Platform"). The Program(s) will specify the type of advertising media, pricing, placement, run, rate of payment, targeting and other campaign-specific terms set forth in terms posted in conjunction with each campaign (collectively "Program Terms"). In the event of a conflict between Program Terms and this Agreement, the Program Terms shall govern and control. For all Programs, compensation is derived from a specified event ("Event") identified in a Program, such as clicks, click-throughs, sales, registrations, impressions, and leads. In addition, Company may post a link to a Program owned and operated by Company. The same terms and conditions apply to all Company-owned Programs.

Publisher Services

If Publisher accepts a Program, Publisher agrees to place that Program's advertising and links, including the landing page and creative, including the subject and from lines, Advertiser CAN-SPAM disclosures, and any other disclosures provided therein (collectively "Ad"), on Publisher's Media, exactly as it appears on the Platform, and will not alter such Ad in any way, including resizing of Ads, without written approval from Company. Publisher agrees to perform the following services:

Legal Compliance Requirements

All of Publisher's services must be undertaken in accordance with all applicable federal, state, and foreign laws, rules, and regulations, including, without limitation, those pertaining to internet marketing, consumer privacy, the CAN-SPAM Act of 2003, as amended, the Telephone Consumer Protection Act, as amended, and the Federal Trade Commission Act, as amended. In addition, Publisher shall ensure all Ads are distributed in accordance with the following compliance criteria:

• Publisher must ensure, by written contract and a compliance program, that third-party Media Publishers remain compliant.
• Violations of this section will entitle Company to terminate this Agreement without liability to Media Company.
• Publishers who send advertisements via email must maintain records of consumer consent.

Additional detailed restrictions are outlined below:

• Publisher's website(s), media, and content must comply with all state, federal, and international regulations.
• Spawning process pop-ups are prohibited.

Publisher's Media and Content Restrictions

• User-generated content including personal blogs
• Pornographic material
• Racial, ethnic, political, hate-mongering, or otherwise objectionable content
• Investment or money-making opportunities not permitted under law
• Gratuitous violence or profanity
• Material that defames or threatens harm to others
• Promotion of illegal substances or activities
• Software pirating
• Hacking or phreaking
• Obscenity, spoofing, or redirecting traffic from adult-related websites

Special Rules Governing Email Campaigns

The following provisions apply to all Publishers who market Ads via email:

• Consent: Publishers must maintain records verifying recipient consent.
• No Random or Invalid Generation of Email Addresses: Publishers must know the source of their email lists.
• No Misleading Headers: Email must not include falsified header information.
• Approved and Current Content: Only approved content may be used.
• Ads Must Contain Clear Identification: Advertisements must be clearly identifiable as such.
• Consumer Opt-Out Functions: Publishers must provide an unsubscribe mechanism.
• Unsubscribe Request Processing: Requests must be honored within 10 business days.

Monitoring

Company may monitor Publisher activities using the Services for compliance purposes, directly or through third parties. If monitoring is performed by a third party, Publisher authorizes the sharing of compliance-related findings with Company.

License

Company grants Publisher a limited, revocable license to use Ads and related data for the sole purpose of marketing the Programs under this Agreement.

Payment

Company agrees to pay Publisher based on specific methods outlined in the affiliate portal:

• Revenue Share (RS) Payment: Percentage of Gross Margin.
• Cost Per Lead (CPL) Payments: Flat amount per customer acquired.
• Cost per Acquisition (CPA) Payments: Flat amount per sale acquired.

Term and Termination

Either Party may terminate this Agreement on three (3) business days' advance notice to the other Party. In the event either Party in good faith believes that the other Party is in violation of applicable law, or in breach of any terms of this Agreement, such Party shall have right to terminate the Agreement immediately upon written notice to the other Party.

Termination notice will be provided via email and will be effective immediately. Upon termination, Publisher and any Sub-Publisher must immediately cease all advertising activities. All monies then due to Publisher will be paid during the next billing cycle. The representations, warranties, and obligations above, shall remain in full force and effect after termination of this Agreement. In addition, all payment obligations accruing prior to the termination date shall survive until fully performed.

Representations and Warranties/Covenants

Mutual Representations

Each Party represents and warrants that:

• It has the right to enter into and fully perform the services contemplated herein, consistent with this Agreement;
• There is no outstanding contract, commitment, or agreement, to which it is a Party that conflicts with this Agreement;
• At all times while any Program remains in effect, it shall comply with all applicable laws and regulations.

Neither Party makes any guarantee, representations, nor warranties, express or implied, as to the level of consumer response that will result from the Programs.

Publisher Representations

Publisher represents and warrants that:

• It shall comply, and cause its Sub-Publishers to comply, with all applicable international, federal, state, and local laws, rules, and regulations, in the performance of its services under this Agreement.
• Publisher's websites, databases, emails, and all linked content, are, and shall remain at all times during the terms of this Agreement, in compliance with all applicable foreign, federal, and state laws.
• Publisher does not engage in spoofing, redirecting, or trafficking from adult-related websites to gain traffic.

Privacy Policy

Publisher shall maintain and post a privacy policy that clearly and adequately describes what information is collected about the end user, how such information is collected, and how such information is used and/or leased or sold to a third party for commercial benefit to Publisher, in a conspicuous manner on all its websites involved in marketing the Programs.

Limitation of Liability; Disclaimer of Warranty

Except pursuant to Section 14, unless otherwise provided in this Agreement, in no event shall Company or any Publisher be liable to the other for any lost profits or any special, incidental, consequential, exemplary, punitive, or other indirect damages, of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise, and whether or not either has been advised of the possibility of such damages.

Indemnity

Publisher will defend, indemnify, and hold harmless, Company, Advertisers, and their affiliates, directors, employees, agents, successors, and assigns, from all claims, actions, losses, liability, damages, costs, and expenses, including reasonable attorney's fees and expenses, arising from any breach of this Agreement or any Program terms, or any breach by a Sub-Publisher for the same.

Force Majeure

Neither Party shall be deemed in default of the terms and conditions 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.

General

Entire Agreement

The terms and conditions of this Agreement, together with the terms for each of the Programs and the Mandatory Requirements Postings, constitute the entire agreement between the Parties, and supersede all prior agreements or understandings between the Parties.

Dispute Resolution

This Agreement shall be governed by the laws of the United States and the state of Company's principal office, without respect to choice of law rules. The Parties consent to have all disputes regarding this Agreement resolved by binding arbitration before the American Arbitration Association, Commercial Division.

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.

Assignment

This Agreement and the rights hereunder are not transferable or assignable without prior written consent of the non-assigning Party.

Severability

In the event that any provision of the terms or conditions set forth in the Agreement is found by an arbitrator, or court having jurisdiction, to be 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 the terms and conditions shall remain valid and enforceable.

Notice

Any notice, communication, or statement relating to this Agreement, shall be in writing and deemed effective upon delivery when delivered in person, or upon transmission when delivered by verified facsimile transmission or verified email.