This Publisher Agreement ("Agreement"), by and between Active Sun Network, LLC, ("Company") and You ("Publisher"), shall govern the use of Company's platform and distribution of third party advertising therefrom. Company and Publisher are each referred to herein as a "Party" and collectively as the "Parties." The specific type of advertising media, pricing, placement, run, rate, targeting and other campaign-specific terms for each purchase shall be set forth in either terms located on the Platform associated with the third party advertising or an Insertion Order(s) ("IO(s)"). In the event of a conflict between any terms of a third party advertising program or an IO and this Agreement, this Agreement shall govern such term except where the specific section of this Agreement is referenced for modification and is signed by an authorized representative of Company.

1. Company Services. Company provides services to third parties seeking to promote their products or services ("Advertisers") by posting a link to their advertising materials ("Program(s)") using Company's proprietary software Platform or by providing all relevant Program information to Publisher via e-mail. The Program will specify the amount and terms under which Publisher will receive payment when the applicable Program's requirements are fulfilled. Compensation is derived from a specified action or event (collectively "Event") identified within a separate Insertion Order executed by both parties such as clicks, sales, registrations, impressions and leads. When a separate Insertion Order is not executed by the parties, the posted Program Terms or those terms provided to Publisher via e-mail with the Program terms, will specify the Event through which Compensation is derived.

2. Publisher Services. If Publisher accepts a Program for syndication, Publisher agrees to place that Program's advertising links, including the landing page, and creative, including but not limited to ad tags, the ad copy and/or HTML, subject and from lines, the Advertiser CAN-SPAM disclosures and any other disclosures provided therein, (collectively "Ad") on or in Publisher's Media exactly as it appears on the Platform or as provided to Publisher via e-mail and will not alter the Ad in any manner, including resizing of Ads, without written approval from Company. Publisher agrees to perform the services in full compliance with all applicable laws, rules and regulations governing the method of syndication. In the even Publisher is utilizing a branded or newsletter style email format, Publisher must have such branded email approved by Company prior to initiation of any advertising. If approved, Publisher shall be the designated sender of the email and shall bear all responsibility and liability for compliance with all applicable laws, rules and regulations and shall fully indemnify and defend Company and Advertiser.

3. Monitoring. Company may, but is not required to, monitor publisher services, on its own or with the assistance of third parties for compliance with this Agreement. Without limiting the generality of the foregoing, Company or a third party retained by Company may monitor for assurance of compliance with applicable legal requirements of Publisher's syndicated media; applicable Advertiser campaign requirements; and honoring of unsubscribe requests in the case of e-mail marketing campaigns. If the monitoring is done by a third party, such third party will share all such information with Company.

4. License.

4.1. Limited License Grant. Company grants Publisher a revocable, nontransferable, non-sub-licensable, non-exclusive limited license to use the creative assets of any Program provided to Publisher via e-mail and the Platform (including any Ads posted thereon, and Company's tracking system, and any data, reports, information or analysis arising out of such use ("Platform Data") solely for the purpose of marketing or promoting the Programs subject to this Agreement and Program Terms. Publisher is not authorized to distribute Company's offers to sub-publishers, unless Company gives Publisher prior express written permission. All Sub-publishers must be identified to Company for approval. Publisher shall be responsible and liable for all actions of sub-publishers, including compliance with the material terms of this Agreement and all applicable laws, rules and regulations. Publisher is licensed to access the Platform via web browser, e-mail or in a manner approved by Company. Publisher shall not attempt to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the services tags, source codes, links, pixels, modules or other data provided by Company that allows Company to measure ad performance and provide its Service. In addition, Publisher agrees that all non-public information, data and reports received from Company hereunder or as part of the Services is proprietary to and owned by Company. If instructed to do so by Company and/or if Publisher is terminated by Company, Publisher shall immediately destroy and discontinue the use of Company Platform Data, including Services Data, and any other material owned by Company or the Advertisers.

4.2. Link Usage. Publisher shall not take any actions to impede the action of or to disable any links in the Campaign. Publisher shall, not modify or interfere with any Links or tracking devices unless requested by Company in writing.

4.3. Tracking. Publisher may be granted limited access to its tracking account through the Platform. Publisher shall not attempt to reverse engineer, decompile, disassemble or otherwise gain access to any other data or tracking account, or use tracking for any other purpose. Publisher agrees that Company shall be entitled to injunctive relief precluding Publisher from taking or continuing any action or conduct in violation of this provision, to be issued by any court of competent jurisdiction upon a showing of any such violation by Publisher without posting bond or demonstration of monetary damages.

4.4. Ownership. Company owns or licenses all rights, title, and interest to all materials on its Platform including, all links and user data collected and derived through the activities of Publisher pursuant to this Agreement, as well as the Service's software, applications, data, methods of doing business or any elements thereof, or any content provided or submitted by Publisher for approval by Company, including the Ads. All information submitted to Publisher by an end-user customer, pursuant to a Program, is proprietary information of Company, its affiliates, and/or the advertisers. Such customer information is confidential and may not be disclosed by Publisher. Publisher agrees not to reproduce, disseminate, sell, distribute or commercially exploit any such proprietary information in any manner. Publisher shall maintain such data in a secure manner, consistent with industry standards. All information provided to Publisher hereunder shall be kept strictly confidential. Company may choose to embed certain data mining tools within links from time to time ("Data Miner(s)"). Any data derived by any such Data Miner, shall be the sole property of Company. Company may, from time to time, opt to share data derived from Data Miners with Publisher to help Publisher optimize the quality of leads generated from Publisher's activities or to otherwise improve the quality, functionality and mutual profitability of the activities of the parties under this Agreement. If Company does share data derived from Data Miners with Publisher, Publisher agrees that this data will be used solely by Publisher for the purposes for which it is provided to Publisher and will not be shared by Publisher with any other third party or entity without the written approval of Company. Should Company choose to provide advertising creative content, web design services or other web content of any type ("Web Content") to Publisher, Publisher shall use such Web Content: (i) in exactly the form that it is delivered to the Publisher by Company without modification, unless approved by Company in writing; (ii) only in the manner expressly permitted by Company in writing and only until Company requests that Publisher discontinue its use of such advertising creative, at which time Publisher shall discontinue such use within two (2) business days of being requested by Company to do so.

5. Confidential Information. Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party's Confidential Information to any third-party, unless: (i) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (ii) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (iii) any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement, "Confidential Information" includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated service, products, advertisers, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the services. Notwithstanding the foregoing, Publisher agrees that Company may divulge its personal and/or otherwise Confidential Information to an Advertiser, agency, legal or regulatory authority, person or entity relating to investigations, claims or actions that Publisher has violated this Agreement or any applicable law or regulation. Publisher may not divulge Confidential Information to any government entity unless and until notice is provided to Company in sufficient time to seek injunctive relief or protective order from the appropriate legal institution.

6. Non-Solicitation. During the term of this Agreement and for one hundred eighty (180) days thereafter, Publisher shall not participate in any advertising relationship with any Advertiser within Company's network for which Publisher undertook services on behalf of Company. Because Company will be irreparably harmed by Publisher'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. Publisher agrees that Company shall be entitled to injunctive relief precluding Publisher from taking or continuing any action or conduct in violation of this provision, to be issued by any court of competent jurisdiction upon a showing of any such violation without posting bond or required demonstration of monetary damages. Such injunctive relief is in addition to and not exclusive of all other rights and remedies available to Company. The ability to seek and obtain injunctive relief is a bargained for provision of this Agreement. In addition, both parties agree and acknowledge that if Publisher violates its obligations under this Section 6, in addition to injunctive relief, Company will be entitled to damages in the amount of forty-five percent (45%) of the gross revenues resulting from sales conducted by Advertiser through the advertising or marketing efforts of Publisher.

7. Fraud.

7.1. Monitor and Inactivation. Company may, but is not required to, monitor traffic for fraud. If fraud is detected, Publisher's account will be made inactive pending further investigation. Fraudulent traffic includes, but is not limited to, click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Company; click or lead generation programs generating clicks or leads with no indication by website traffic that it can sustain the clicks or leads reported; fraudulent leads as determined and reported by advertisers; use of any incentives to procure clicks or leads; leads obtained other than through intended consumer action without prior written approval of Company and use of fake redirects, automated software, proxy servers and/or other mechanisms deemed fraudulent by Company to generate Events from the Programs. If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre-population of forms or mechanisms not approved by Company or use of websites in co-registration campaigns, sequential promotion or registration sites), unless approved by Company, as determined solely by Company, Publisher will forfeit its entire commission for all Programs and its account will be terminated. In addition, in the event that Publisher has already received payment for fraudulent activities, Company reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Publisher.

7.2. Adware and Spyware prohibited. Publisher shall at no time, engage in, disseminate, promote or otherwise distribute, any Program or marketing campaign through the use of contextual media, specifically downloadable software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable). This prohibition applies equally to Publisher and any of its sub-publishers, if approved in advance by Company, etc. In the event that Company discovers that Publisher is engaging in, disseminating, promoting or otherwise distributing, any Program-related contextual marketing campaign which results in a violation of the Agreement, then Company may, in its sole discretion, terminate this Agreement and immediately halt any and all Company Publisher-related contextual marketing campaigns, making payment only on legitimate earnings of Publisher as accrued through the date and time of termination.

8. Payment. Publisher will be paid per the terms of each Program. Company shall pay any amounts due thirty (30) days after the end of each month, less any taxes required to be withheld under applicable law, provided that Company may, in its discretion, withhold payments until such time as the advertiser has paid Company for any Program. Company reserves the right to reduce any payments owed to Publisher at any time, as a consequence of any offsets taken by advertisers for invalid Events, technical errors, tracking discrepancies and the like. If no further payments are due to Publisher, Publisher shall pay back these amounts within fifteen (15) days of receipt of invoice for the offset amount. Company shall compile, calculate and electronically deliver data required to determine Publisher's billing and compensation. Any questions or disputes regarding the data or payout provided by Company, must be submitted by Publisher in writing within five (5) business days of receipt of final numbers, or the information will be deemed accurate and accepted as such by Publisher. Company will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to Company and payments made to Publisher shall be based on the Events as reported by Company. Company will not be responsible to compensate Publisher for Events that are not recorded due to Publisher's error. Company will require a Publisher to provide a W-9, and such similar information, as a condition to payment.

9. Term and Termination. This Agreement will begin upon acceptance of Publisher by Company and access to Company's Platform or submission of a Program to Publisher via e-mail. 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 notices will be provided via e-mail and will be effective immediately. 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 contained in paragraphs, 5, 6, 10, 12, and 13 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.

10. Representations and Warranties/Covenants.

10.1. Mutual Representations. Each party represents and warrants that: (i) it has the right to enter into and fully perform the services contemplated herein; and (ii) there is no outstanding contract, commitment or agreement to which it is a party, that conflicts with this Agreement. Neither party makes any guarantee, representations nor warranties express or implied, as to the level of consumer response that will result from the Platform or Program(s).

10.2. Publisher Representations. Publisher represents and warrants that:

(i) It shall comply, and cause its affiliates and any sub-publisher to comply with all applicable international, federal, state and local laws, rules and regulations in the performance of its services under this Agreement;

(ii) Publisher's websites, databases, e-mails 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, including but not limited to the Federal Trade Commission Act, as amended, the Federal Communications Act, as amended, COPPA, as amended, the CAN-SPAM Act of 2003, as amended, applicable Federal Trade Commission implementing regulations and any and all foreign, federal and state deceptive trade practices legislation, as amended;

(iii) Publisher's websites, databases, e-mails and all linked content do not: (1) promote racism, hate mongering or other objectionable content; (2) contain any investment or money making opportunities or advice not permitted by applicable laws, rules and regulations; (3) contain any gratuitous violence or profanity or other explicit vulgar or obscene language; (4) contain or post to any sexually explicit images or other offensive content or adult services; (5) promote illegal substances, alcohol or tobacco; or (6) promote software piracy or otherwise violate any intellectual property rights of third parties;

(iv) Publisher shall 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 Advertiser's link or use Advertiser's ads to generate revenue for users to win points, get rewards, or other incentives are prohibited unless expressly approved in writing from Company; Publisher shall not: (1) violate any third party terms and conditions, which includes, but is not limited to unauthorized use of a third party website for commercial gain or post bulletins to non-owned account; (2) 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 (3) use any deceptive form of advertising which includes, but is not limited to, phishing, sending an e-mail to an individual falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private and personal information that can be used for identify theft or other activity;

(v) Publisher maintains and posts in a conspicuous manner on all its websites involved in the Programs, a privacy policy that clearly and adequately describes what information is collected about the end user, how such information is collected, used and/or leased or sold to any third party;

(vi) Publisher acknowledges that breaches of any of the foregoing representations and covenants may, in the sole discretion of Company, result in the immediate suspension or termination of Company's relationship with Publisher and Publisher shall forfeit all rights to any compensation theretofore owed to it by Company. The foregoing rights shall be in addition to any other remedies available to Company. Publisher acknowledges and agrees that Company shall not be responsible for Programs or Advertisers campaigns including any violation of any applicable laws or regulations, including, without limitation, Federal Trade Commission Act, as amended, the Federal Communications Act, as amended, COPPA, as amended, the CAN-SPAM Act of 2003, as amended, applicable Federal Trade Commission implementing regulations and any and all foreign, federal and state deceptive trade practices legislation, as amended.

11. Limitation of Liability. Except pursuant to Section 13, unless otherwise provided in this agreement, in no event shall either party 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.

12. Limitation of Warranties. DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, COMPANY CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR OUR SERVICES. WITHOUT LIMITING THE ABOVE, THE LINKS, ADVERTISER'S WEBSITES AND ANY OTHER MATERIALS PROVIDED TO PUBLISHER ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND COMPANY 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 OF TITLE, NON-INFRINGEMENT, AND: (i) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN; (iii) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS; (iv) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON; OR (v) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S "INFORMATION" (WEBSITE). ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED 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. Company makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any Ad or Program made available on the Platform or to Publisher via e-mail, or any product or service advertised in connection therewith. Company has no liability to Publisher for unapproved materials, including all copy, images, URL names, and search terms used by Publisher to promote the Advertiser. Company makes no representations whatsoever about any other website which Publisher may access through the service. When Publisher accesses a website that is not associated with and independent from Company, Publisher acknowledges that Company has no control over the content of that website. Furthermore, a link to a non-Company website does not mean that Company endorses or accepts any responsibility for the content or the use of such website. It is Publisher's sole responsibility to take precautions to ensure that websites, downloads, attachments, and other such files are free of such items as Trojan horses, worms, viruses, and other items of a destructive nature.

13. Indemnity.

13.1. Indemnity. Publisher will defend, indemnify, and hold harmless Company, its advertisers and client partners, and each of 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) (collectively "Claims") arising from any breach of any of this Agreement, or any Program Terms or any breach by a sub-publisher for the same as well as any violation of law when Publisher is designated as sender. Company shall assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder for which Publisher shall pay for all reasonable costs associated with such defense, including but not limited to, reasonable attorney fees, expert fees, costs, and settlement. Publisher hereby acknowledges that the Advertisers are intended third party beneficiaries of the foregoing indemnification obligation. No settlement may be consummated without both party's express written authorization, which shall not be unreasonably withheld.

13.2. Notification of Legal Action. Publisher will immediately notify Company of any current, impending, or potential legal action against it by a third party for matters relating to its participation in Company Services or services similarly provided for by and through other parties when the same arise.

14. General.

14.1. Entire Agreement. These Terms and Conditions, Program Terms, any applicable Insertion Order and Acceptable Use Policy, collectively constitute the entire agreement between the parties and supersede all prior agreements or understandings between the parties.

14.2. Dispute Resolution. This Agreement shall be governed by the laws of the United States and the State of Delaware 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. The parties agree to conduct the arbitration in Dover, Delaware or other mutually agreeable location and each party shall bear the costs of such arbitration. The parties specifically waive any international treaties or other international law which may govern the court or location of resolution of any dispute between them. This provision was a bargained for relinquishment of both parties rights to jurisdiction in their respective states or countries. The Parties waive the personal service of any process upon them and agree that service may be completed by overnight mail (using a commercially recognized service) or by U.S. Mail with delivery receipt to the address stated in this Agreement. Company shall be entitled to recover all reasonable costs of collection, including attorney's fees, in-house counsel costs, expenses and costs, incurred in attempting to collect payment from Advertiser. The prevailing party in any arbitration shall be entitled to an award of attorney fees and costs for such arbitration.

14.3. 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.

14.4. Assignment. This Agreement and the rights hereunder are not transferable or assignable without prior written consent of the non-assigning Party; provided, however, that this Agreement may be assigned by either Party: (i) to a person or entity who acquires substantially all of that Party's assets, stock or business by sale, merger or otherwise; and (ii) to an affiliate of either Party.

14.5. 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 the terms of this Agreement shall remain valid and enforceable according to its terms.

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

14.7. No Publicity. Publisher may not make any mention of Company or any Company client in any publicity materials advertising or otherwise presenting information on Company and your services, including without limitation listing Company or any of its clients in your customer lists, without the prior written consent of Company, whose consent may be withheld for any reason or for no reason.

14.8. 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, (a) Publisher at the address provided on its website, in the registration, or on any insertion order or other agreement entered into between the parties, and (b) Company at 160 Greentree, Drive, Ste. 101, Dover Delaware, 19904.

14.9. Governing Law. Any claim, controversy, or dispute arising under or related to this Agreement will be governed by the laws of the State of Delaware without giving effect to rules governing conflicts of laws. The parties agree that any claims, legal proceeding or litigation arising in connection with this Agreement shall be resolved by and through binding arbitration.

14.10. Survival. In addition to certain provisions specifically set forth in the Agreement to survive cancellation, expiration, or earlier termination of this Agreement, the following paragraphs shall likewise survive expiration or earlier termination of the Agreement: 2, 4, 5, 6, 7, 10, 12, 13, and 14.2.

14.11. 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, 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.

14.12. Complete Agreement. This Agreement constitutes the entire agreement of the parties and supersedes any other agreement, understanding, whether written or oral, that may have been made or entered into with regard to the subject matter thereof.