PeerFly, Inc.

Publisher Terms and Conditions

The following Terms and Conditions (Terms and Conditions), together
with any and all Acceptable Use Policies, guidelines, previously posted
amendments, schedules, attachments and exhibits (collectively, the
"Agreement"), set forth the terms and conditions that shall govern the
relationship between PeerFly, Inc. (PeerFly) and you as a publisher
(You, Your, or Publisher) using the advertising service (the
"Service") offered through the PeerFly network (PeerFly Network)
located at www.PeerFly.com (the Site). The PeerFly Network is a nonexclusive, online, performance-based marketing network sponsored by
PeerFly. You and PeerFly may also be individually referred to herein as
a Party and collectively as Parties. You agree to use the Site, the
Service and any additional products and/or services offered by PeerFly
only in accordance with the Agreement. PeerFly reserves the right to
amend, supplement, make changes to, or replace entirely the Site, the
Service, and the Agreement at any time and without prior notification.
You will be notified of any/all changes and/or modifications to the
Agreement. Your continued use of the Site and/or the Service after any
such modification thereof shall constitute Your consent to such
modification. Therefore, You should regularly check the Site for
updates and/or changes. For purposes of the Agreement Publisher
includes the individual, company or entity and, without limitation, any
parent entities, owners, subsidiaries, publishers, predecessor or
successor entities, and any agents, officers, directors or employees
acting on behalf of same, registering with PeerFly to use the Service.
YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OLD TO REGISTER AS A
PUBLISHER, USE THE SERVICE, PARTICIPATE IN THE PEERFLY NETWORK,
AND/OR USE THE SITE. Any registration by, use of, or access to the
Service, the PeerFly Network, and/or the Site by anyone under age 18
is unauthorized, unlicensed and in violation of these Terms and
Conditions. By registering as a Publisher, using the Service,
participating in the PeerFly Network, and/or using the Site, You
represent and warrant that You are at least 18 years of age or older
and that you agree to abide by these Terms and Conditions.
If You do not agree to the Terms and Conditions in its entirety, You are
not authorized to register as a Publisher, use the Service, participate in
the PeerFly Network, and/or use the Site, in any manner or form
whatsoever.
1.
PeerFly Network. PeerFly solicits customers on behalf of its
advertising clients (a "PeerFly Client" or the "PeerFly Clients") through
the placement of advertising offers ("Offers") published by members of
the Service or their "Sub-Publishers," as defined below. Offers may be,
banners, gateways, text links, or any other advertising format that

PeerFly may provide of a PeerFly Client's products and/or services that

are published by members of the Service. The PeerFly Network
enables Publishers to apply for and, upon approval by PeerFly, have an
opportunity to earn Commissions through participation in various
advertising campaigns (Programs) offered by PeerFly or PeerFly
Clients in accordance with the Agreement. Commissions are
generated from a specified transaction (Action) as defined by PeerFly.
Actions include, without limitation, sales, registrations, leads,
impressions, and/or clicks. PeerFly may, at its sole discretion, change a
Program at any time, without prior notice to You, unless otherwise
specified. Similarly, You may cease participation in a previously
accepted Program at any time, unless otherwise specified. Program
data compiled by PeerFly including, but not limited to, numbers and
calculations regarding Actions and associated Commissions (Program
Data), will be directly and/or indirectly calculated by PeerFly through
the use of industry standard tracking technology and shall be final and
binding on You. Any questions and/or disputes regarding the Program
Data must be submitted in writing within seven (7) days of initial
appearance in the tracking system, otherwise the Program Data will be
irrevocably deemed to be accurate and accepted by You. Publisher
understands and agrees that on occasion the Service and/or PeerFly
Network may be inaccessible, unavailable or inoperable for any reason,
including, but not limited to, equipment malfunctions, periodic
maintenance procedures or repairs, or causes beyond the control of
PeerFly or which are not reasonably foreseeable by PeerFly including,
but not limited to, interruption or failure of telecommunication or
digital transmission links, hostile network attacks, the unavailability,
operation, or inaccessibility of websites or interfaces, network
congestion or other failures. PeerFly will attempt to provide the
Service on a continuous basis. However, Publisher acknowledges and
agrees that PeerFly has no control over the availability of the Service
and PeerFly Network on a continuous or uninterrupted basis. PeerFlys
failure to deliver because of technical difficulties does not represent a
failure to meet the obligations of the Agreement. PeerFly may, at its
sole discretion, refuse to register You as a Publisher, terminate Your
participation in the Service, and/or terminate Your participation in any
Program at any time for any reason.
2.
Application Information. All information that you provide to
PeerFly must be complete, accurate, and honest. Any falsification of
personal information will result in the immediate termination and
forfeiture of all Commissions up through and including the date of
termination. Such information may include, without limitation, Your
email address, telephone number, date of birth, gender, drivers
license number/state of issuance, or passport upload, social security

number/EIN (if in the United States), and other means by which PeerFly
may employ to identify You.
3.
Membership Conditions. As a condition of Your membership, You
represent, warrant, and covenant on a continuing and ongoing basis,
that Your website: (a) does not violate any state or federal laws or
regulations, without limitation, governing: (i) false or deceptive
advertising; or (ii) sweepstakes or gambling; (b) does not contain any
comparative advertising, trade disparagement or libelous, defamatory
or infringing content; and (c) does not contain any machine-readable
code that could be unintentionally downloaded onto a recipient's
computer (such as a worm, virus, Trojan Horse or other self-executing
computer program).
4.
Ineligible Websites. Websites that do not feature customerfriendly site navigation or contain acceptable content (including
pornographic or hateful content) that PeerFly, in its sole discretion,
determines does not meet a reasonably acceptable commercial or
aesthetic standard are not eligible for membership. If PeerFly, in the
exercise of reasonable discretion, determines Your website to be
ineligible, all Commissions, whether earned or unearned, shall be
forfeited.
5.
Participation and Membership. Your participation and
membership in the Service will commence on the date Your application
is accepted and will continue until terminated by one of the Parties.
PeerFly reserves the right to terminate an existing membership at will,
in its sole discretion, for any reason/cause, or for no reason/cause at
all.
6.
Affiliate Identification Number. Upon submission of your
application, You will be issued an affiliate identification number. The
aforementioned affiliate identification number shall serve as a personal
identifier. Your use of the aforementioned affiliate identification
number and Your login information shall not, under any circumstances
whatsoever, be distributed to and/or used by a third-party, including,
without limitation, any Sub-Publisher.
7.
Special Rules Governing Sub-Publishing. Publisher may desire to
use non-member business partners and/or associates to distribute
Offers, fulfill the obligations, and/or exercise the rights under a
particular Program. For the purposes of this section, any of Publishers
business partners or associates that participate in or perform any
activities on behalf of Publisher under the Agreement shall be
considered to be a Sub-Publisher. All Sub-Publishers must first
independently apply and be accepted by PeerFly prior to participation.

PeerFly reserves the right to reject any and all Sub-Publishers and may
revoke a prior approval of any Sub-Publisher at any time and for any
reason. Sub-Publishers must meet the same criteria for approval as
the Publisher and must comply with all the terms and conditions that
are applicable to Publisher under the Agreement.
8.
Relationship among Publisher, Sub-Publisher(s) and PeerFly.
Publisher is responsible for and shall fully and unconditionally
indemnify PeerFly for any and all actions of any of its Sub-Publishers,
including the payment of attorneys fees and costs. Each SubPublisher shall, for purposes of these Terms and Conditions, be deemed
to be an agent of the Publisher and You are responsible in all respects
for the activities of Your Sub-Publishers. Any breach by Your SubPublishers of the Agreement shall be deemed a breach by You. It is
understood and agreed between You and PeerFly that (a) PeerFly is not
and shall not be party to any agreement between You and any SubPublisher, (b) You are not authorized to make any commitments on
behalf of PeerFly to any Sub-Publisher, including but not limited to any
payment or other commitment by PeerFly, and (c) no license other
than the license set forth in herein may be extended by You to any
Sub-Publisher. Additionally PeerFly may, at its sole discretion,
terminate a Publisher at any time based on the actions of that
Publishers Sub-Publisher(s). Once express approval of a Sub-Publisher
has been granted by PeerFly, notices to the Publisher shall be deemed
notice to that Publishers approved Sub-Publisher(s). Publisher agrees
that PeerFly is under no obligation to pay a Sub-Publisher. PeerFly
further reserves the right to withhold or refuse payment to any
Publisher in the event that any of its Sub-Publishers breach the
Agreement.
9.
No Third-Party Beneficiary Status. Nothing in PeerFly's
permission to engage Sub-Publishers may be construed as extending
to any Sub-Publisher the status of third-party beneficiary of any
agreement between PeerFly and You, including without limitation these
Terms and Conditions.
10. Special Rules and Restrictions Governing Campaigns. By
accepting membership in the Service, You agree to refrain from
originating, authorizing or participating in any non-consensual
campaigns or promotions, whether by e-mail, telephone or otherwise,
including but not limited to "spamming." E-mail distribution may only
be made to those recipients who have agreed in advance to receive
such transmissions from You (i.e., "opted-in"). Where use of e-mail
marketing is authorized by PeerFly, the following terms shall also apply.
Any and all e-mails supplied by Publisher: (a) shall comply with all
applicable federal and state laws including, but not limited to, the CAN-

SPAM Act of 2003, as amended (CAN-SPAM) and any and all Federal
Trade Commission implementing regulations; (b) must not infringe,
misappropriate or otherwise violate any copyright, patent, trademark,
trade secret or other similar intellectual property right, or otherwise
violate or breach any duty toward, or rights of, any person or entity
including, without limitation, rights of privacy and publicity; (c) must
not result in any consumer fraud, product liability or breach of contract
to which Publisher is a party or cause injury to any third party.
Publisher shall cause a valid physical postal address for Publisher
(and/or the applicable advertiser) and a functioning unsubscribe link
(such unsubscribe link must remain active for at least thirty (30) days
after e-mail delivery) to be present and appear, as required by
applicable law. PeerFly reserves that right to add such address(es)
should Publisher fail to include same, but PeerFly is in no way
responsible for including such address(es) where Publisher fails to do
so. By accepting membership in the Service, You further agree that
You shall not: (a) display fewer than 3 lines of terms and conditions
text above the fold with 1024 screen resolution and Internet Explorer
standard settings (i.e. menu bar, address bar), even if such text is iframed within an offer or other website; (b) pre-populate any cell
phone number input fields, even if an end-user filled out a similar form
field on a prior page/step; (c) display price and/or subscription terms at
less than 12-point font-size or lower than 125 color contrast; (d) use
any scroll-boxes around terms and conditions, including, without
limitation, in a 1024 screen resolution with standard Internet
Explorer/Firefox settings, i.e. displaying terms and conditions text in a
distinct scrolling area (i-frame/frame/auto-resize); (e) engage in any
stacked marketing practices, e.g., without limitation, multiple ads for
premium SMS content back to back with no obvious method to skip
ads, and multiple premium SMS pop-up ads appearing when an end
user clicks on a link or attempts to close a page; (f) bid on or purchase
keywords from a search engine service provider that include the
trademark, service mark and/or brand name of any Company product
and/or any affiliate or PeerFly Client, or any derivative of any such
trademark, service mark or brand name; (g) deliberately target
customers under 13 years of age (or Florida residents under 18 years
of age); and (h) auto spawn of browsers, automatically redirect visitors,
use blind text links, misleading links, or forced clicks; (i) make any
representations, warranties or other statements concerning PeerFly or
any of its products or services on any websites except as expressly
authorized herein; (j) create or utilize any websites that copy or
resemble the look and feel of any of PeerFlys websites or create the
impression that such website is endorsed by PeerFly or a wireless
carrier without prior written permission from PeerFly; (k) use, in any
way, non-approved websites or web pages, or in such a fashion that
may be deceptive to the visitor; (l) drive traffic using any downloadable

applications without the prior written approval of PeerFly; (m) prepopulate the Cell Phone Number or PIN number field on any sign-up
page relating to a PeerFly product or service; (n) use the term free,
or any derivative thereof, to directly or indirectly market a PeerFly
product or service; (o) alter the size of font or font context (i.e.
boldface) of any text associated with an offer for a PeerFly product or
service; and (p) imply directly or indirectly that a PeerFly product or
service has been endorsed by a third party entity (i.e. a cell phone
carrier or celebrity) or use the trademark or brand name of any such
third party entity to promote the PeerFly product or service. Any
violation of this Section by You or any third-party shall be deemed a
material breach of the Agreement by You, and You shall be fully liable
to PeerFly for all losses and damages, including, without limitation,
legal expenses incurred by PeerFly as a result thereof.
11. Publisher E-Mail Lists. All Publisher e-mails sent under the
Agreement shall be delivered to addresses on e-mail lists owned or
managed solely by Publisher. Publisher is required and agrees to
maintain at all times during the term of the Agreement, and for a
period of three years thereafter, maintain complete and accurate
subscriber sign-up/registration data for every subscriber to Publishers
e-mail list(s). In the event that PeerFly or a PeerFly Client receives a
complaint from any recipient of an Offer transmitted by You, upon our
request You will provide us with appropriate records verifying that
recipient's consent to receive e-mail transmissions from You. Publisher
agrees that, within twenty-four (24) hours of PeerFlys request, it shall
provide, at a minimum, subscriber sign-up/registration data for any
email address that Publisher sends a publisher e-mail to, including,
without limitation, subscriber e-mail address used to sign-up/register
for Publishers e-mail list, subscribers IP address, date and time of
subscribers sign-up/registration for Publishers e-mail list, location of
subscribers sign-up/registration, and Your privacy policy.
12. E-Mail Transmission. You may not use a PeerFly Client's name
(including any abbreviation thereof) in the originating e-mail address
line or subject line of any e-mail transmission unless express
permission has been given specifically by PeerFly. Your use of Offers in
e-mails and/or websites is further restricted and governed by the
obligations and restrictions set forth in the Agreement.
13. No Misleading Headers. E-mails may not include falsification of
header information, false registrations for e-mail accounts or IP
addresses used in connection with e-mail advertisements, and/or
retransmissions of an e-mail advertisement for the purpose of
concealing its origin. Publisher and/or their e-mail delivery providers

are prohibited from relaying or retransmitting e-mails from a computer

or computer network that was accessed without authorization.
14. Website Content. Website content, website text, as well as email subject lines may not be false or misleading such that it would
likely mislead a reasonable recipient as to the contents or subject
matter thereof. You may only use approved website content and
website text for which you have documented written approval from
PeerFly.
15. Website and E-Mail Advertisements Must Contain Clear
Identification. Advertisements and/or solicitations must identify
themselves as such, and do so reasonably, prominently, clearly, and
conspicuously. For example by stating in the message body "This
advertisement is brought to you by (Your Company)." Further, the
sender must identify itself as the initiator and sender of the e-mail
including company name, e-mail address, and physical address.
Publisher must include in the from line of each email, a domain name
that is registered to the sender, which can be determined by
performing a WHOIS look-up, or the name of the sender or marketer on
whose behalf the email was sent. Specifically, Publisher may not send
commercial email that contains both a generic from line and is sent
from a proxy/privately registered domain name.
16. Effective Method of Opting Out. Senders of commercial e-mails
covered by CAN-SPAM must give recipients an effective means of
requesting not to receive future e-mail advertisements from You. You
must include Your valid physical postal address. This can be Your
current street address, a post office box You have registered with the
U.S. Postal Service, or a private mailbox You have registered with a
commercial mail receiving agency established under Postal Service
regulations. Your message must include a clear and conspicuous
explanation of how the recipient can opt-out of getting email from You
in the future and provide the recipient the ability to send a reply
message to You via a functional unsubscribe link that must remain
operational for thirty (30) days from the date of the original e-mail
transmission. You must craft the notice in a way that is easy for an
ordinary person to recognize, read, and understand. You must honor
opt-out requests promptly. You cannot charge a fee, require the
recipient to give You any personally identifying information beyond an
e-mail address, or make the recipient take any step other than sending
a reply e-mail or visiting a single page on an Internet website as a
condition for honoring an opt-out request.
17. Honoring Opt-Out Requests. You must honor a recipients opt-out
request within ten (10) business days from receipt. Once You have

been informed that a recipient no longer desires to receive more

messages from You, You cannot sell or transfer their e-mail addresses,
even in the form of a mailing list. The only exception is that You may
transfer the addresses to a company You have hired to help You comply
with CAN-SPAM.
18. No Random or Invalid Generation of E-Mail Addresses. You are
responsible for knowing the source of Your traffic. Actions may not be
obtained by the use of a program for lead generation and/or
automating offer satisfaction or lead generation. You must have full
and verifiable opt-in data for all recipients in Your database.
19. Audit of Website Traffic. PeerFly reserves the right to audit any
website traffic at any time and for any reason, or no reason at all.
Should PeerFly determine, in the exercise of its reasonable business
judgment, that You have employed any device to artificially inflate
Actions, Your membership in the Service and PeerFly Network will be
immediately terminated, all unpaid Commissions for all Programs will
be immediately voided, and You will return to PeerFly immediately any
Commissions attributable to all Programs that had been previously paid
within five (5) business day of demand.
20. Offers. You may use your login information to access PeerFly
Offers. PeerFly Offers, along with associated Commission schedules
and restrictions or conditions specific to each Offer may only be used
for the purposes described herein. Placement of any Offer shall be at
Your sole discretion, provided that, absent our specific written consent,
which may be withheld for any reason or no reason at all, no Offer may
be published in violation of these Terms and Conditions and/or the
Agreement, as they may be amended or modified, from time to time.
21. Alteration of Offers. You may not add, subtract or in any way
alter, edit, or modify any Offer, nor may You make any use whatsoever
of any Offer other than for the purposes of, and as contemplated by,
this Agreement.
22. Proprietary Rights. Subject to the Agreement and applicable
Program terms, PeerFly grants to Publisher a limited, non-exclusive,
revocable, non-transferable (except as may be set forth elsewhere,
herein), royalty free, worldwide license to display on, distribute
through, and/or download one or more Offers for posting on Your
website and/or other approved marketing channels, and any and all
associated trademarks, service marks, tradenames and/or copyrighted
material (Intellectual Property Matter) that PeerFly provides to
Publisher through the PeerFly Network for the limited purposes of
promoting Programs to end users. Publisher may not remove or alter

any copyright or trademark notices. The Intellectual Property Matter

and other matters related to, without limitation, the PeerFly Network,
Programs, Service, Offers and Site are protected under applicable
copyright, trademark and other proprietary rights. The use, copying,
redistribution and/or publication by Publisher of any part of, without
limitation, the PeerFly Network, Programs, Service, Offers and/or Site,
other than as expressly permitted hereunder, are strictly prohibited.
Publisher does not acquire any ownership rights to, without limitation,
the PeerFly Network, Programs, Service, Offers, and/or Site. The
availability of the PeerFly Network, Programs, Service, Offers, and Site
does not constitute a waiver of any rights related thereto. No part of
the Site may be reproduced in any form or incorporated into any
information retrieval system, electronic or mechanical. You may not
use, copy, emulate, clone, rent, lease, sell, modify, decompile,
disassemble, reverse engineer or transfer the Site, Site content or any
portion thereof. PeerFly reserves any rights not explicitly granted in
the Agreement.
23. Compensation and Payment Terms. You understand and agree to
be paid the applicable Commission for each Action verified by PeerFly
approximately thirty (30) days after the last day of a given calendar
month, for Commissions realized in that month. Commissions will be
payable only for Offers published by You in accordance with specific
Program terms, and only after the Commissions have been earned.
Commissions will not be "earned" until PeerFly receives corresponding
payment from the PeerFly Client. PeerFlys responsibilities do not
involve investigating or resolving any claim or dispute involving You
and any PeerFly Client or other third party. It is Your responsibility to
advise us immediately of any change in any of the information
furnished by You when You signed up for the Service. You agree that
payment for Commissions will be owed to You from the applicable
PeerFly Client, and that corresponding payments shall be made by
PeerFly to You out of the funds actually collected by PeerFly from the
applicable PeerFly Client. PeerFly shall have no payment obligation to
Publisher where the PeerFly Client has not remitted sufficient payments
to cover the Commissions otherwise due and owing Publisher. All
Publisher accounts will be paid in U.S. dollars. Every Publisher account
must have a unique, valid taxpayer identification number, valid Social
Security Number or other applicable unique government identification.
All payments due hereunder are exclusive of any applicable taxes,
electronic wire transfer fees/costs, electronic funds transfer fees/costs
(e.g., PayPal), pre-paid debit card fees/costs. Publisher shall be
responsible for all of the foregoing applicable taxes, fees, and costs. A
PeerFly Client may request that PeerFly, or PeerFly may, on its own
initiative, debit from the Commissions otherwise due and owing
Publisher an amount equal to a Commission previously credited to

Publishers account where a return or cancellation has been made with

respect to the applicable product and/or service, there is an instance of
a duplicate, fraudulent or incomplete entry or other similar error with
respect to a customer order, there are Actions that do not comply fully
with the terms of the Agreement, including where the applicable noncomplying Action is not the result of Publishers action, omission and/or
failure to comply with the terms and conditions of the Agreement,
there is non-receipt of payment from, or refund of payment to, the
customer that entered into the subject Action, or there is any failure on
the part of Publisher to comply with the Agreement and/or the
applicable Program terms (collectively referred to as a Chargeback).
Chargebacks requested by a PeerFly Client in accordance with this
Section may be applied up to ninety (90) days after the end of the
month in which the applicable Commission was earned. A PeerFly
Client may request that the payment of a Commission be postponed
for one (1) payment cycle where PeerFly Client is verifying an Action,
PeerFly Client has a product return policy that allows the underlying
purchaser to return the product during the chargeback period, or the
applicable Program terms provide for such a postponement. The
number or amount of Actions, credits for payments and debits for
Chargebacks, as calculated by PeerFly, shall be final and binding on
Publisher. You acknowledge and agree that Your receipt of
Commission payments that PeerFly may elect to advance to You prior
to those payments having been earned is conditional and subject to
PeerFly's right to demand return of unearned Commissions for any
reason, at PeerFlys sole discretion. PeerFly reserves the right to
withhold and/or cancel any and all Commissions otherwise due and
owing to You at any time, in its sole discretion, when PeerFly believes
that You and/or any Sub-Publisher is in breach of any term of these
Terms and Conditions.
24. PeerFly Records. PeerFly maintains records of all traffic passing
over the Service. PeerFly's records shall govern all interpretations
made under this Agreement, including but not limited to the
calculation of Commissions.
25. Minimum Commission Requirement for Regular Payment. PeerFly
shall not be obligated to make any payment of Commissions to You
unless the aggregate amount of earned Commissions equal or exceed
the payment threshold of fifty dollars ($50.00 USD). Any earned but
unpaid Commissions shall carry over to the next regularly scheduled
payment period.
26. Suspension of Payment. If PeerFly, in its sole discretion, suspects
or determines that You are in breach of any material term of this
Agreement, Your account will be deactivated immediately, with no

notice to You, and You will forfeit all Commissions, pending further
investigation. PeerFly reserves sole judgment in determining the
breach of any material term of this Agreement and You agree to be
bound by any and all such determinations. It is the obligation and
burden of Publisher to prove to PeerFly that it has not breached any
material term of this Agreement. PeerFly will hold Your Commissionrelated payments until You have satisfactorily provided evidence that
conclusively demonstrates to PeerFly that You have not breached any
material term of this Agreement. If You are unable to provide PeerFly
with satisfactory and conclusive evidence that You have not breached
any material term of this Agreement within seven (7) days of Your
Commissions being so held by PeerFly, then PeerFly reserves the right
to terminate Your Publisher account and cancel payment on the
applicable Commissions, at its sole discretion and without notice or any
further obligations to You.
27. PeerFly Publisher Commissions and Referrals of Other Publisher.
PeerFly offers Publishers a 5% Commission on all sales generated
through their referred associates through the PeerFly Network. If
Publisher refers another person or entity that becomes a new a
publisher for PeerFly, PeerFly shall pay Publisher a 5% (or the percent
specified in an IO) of revenue generated by qualifying traffic for one (1)
year following the referred publishers join date. PeerFly shall
determine what revenue qualifies for the share in its sole and
reasonable discretion and may adjust the revenue for any reason,
including, without limitation, amounts not collected, amounts setoff,
charged back, or canceled by its customers, adjustments for
discrepancies between tracking systems, and reserves for anticipated
adjustments. Publisher will only earn revenue for new publishers that
PeerFly accepts into its network, in their sole and absolute discretion,
and that sign an agreement reasonably similar this Agreement.
PeerFly reserve the right to discontinue its relationship with any
publisher at any time in its sole and absolute discretion and Publishers
revenue share of a newly referred publishers stops upon termination of
that new publishers relationship with PeerFly. PeerFly may terminate
this referral program at any time, without notice to Publisher, and
without any liability, whatsoever. Termination of this referral program
does not affect other obligations in this Agreement.
28. Inactive Account Fee. If Publishers PeerFly account is completely
inactive for a period of twelve (12) months or longer, and has a
balance greater than zero dollars ($0.00 USD), Publisher will incur a
five-dollar ($5.00 USD) account fee on the 1st day after twelve (12)
months of inactivity and again on the 1st of every month for each
continued month that the Publishers account remains inactive. If
Publishers balance is greater than zero dollars ($0.00 USD) but less

than five dollars ($5.00 USD), the imposed fee will be for the
Publishers entire balance. An inactive account is defined as one that
has had no activity; zero logins, zero clicks, zero conversions, zero
referrals, zero referral earnings, and zero payments.
29. Fraud. PeerFly actively monitors traffic, Actions, Commissions,
and other Program-related activities for potential fraud. If PeerFly, in
its sole discretion, suspects or determines that Your account has been
used in a fraudulent manner, Your account will be deactivated effective
immediately, with no notice to You, and You will forfeit all Commissions,
pending further investigation. By way of example, where the
applicable Action involves the generation of leads, and the applicable
leads delivered by You were are either fraudulently obtained,
erroneous, fake, duplicates, or comprised of consumers that have
previously registered for, opted-in to and/or are already members
and/or customers of the subject PeerFly Client, as the case may be. By
way of further example, where the subject email recipient associated
with an Action did not opt-in to receiving e-mail marketing from You
and/or Your Sub-Publishers, as applicable. PeerFly reserves sole
judgment in determining fraud and You agree to be bound by any and
all such determinations. It is the obligation and burden of Publisher to
prove to PeerFly that it has not engaged in fraud. PeerFly will hold Your
Commission-related payments until You have satisfactorily provided
conclusive evidence that demonstrates to PeerFly that You have not
engaged in fraud. If You are unable to provide PeerFly with satisfactory
and conclusive evidence that You have not engaged in fraud within
seven (7) days of Your Commissions being so held by PeerFly, then
PeerFly reserves the right to terminate Your Publisher account and
cancel payment on the applicable Commissions, at its sole discretion
and without any further notice or obligations to You.
30. Non-Disclosure. Any and all information submitted by end-user
customers in connection with a Program shall be considered
proprietary to and owned by PeerFly. Such customer information is
Confidential Information (defined below) of PeerFly and may not be
utilized or otherwise disclosed by You. In addition, You acknowledge
that all non-public information, data, and reports made available by
PeerFly hereunder or otherwise as part of the Services are proprietary
to and owned by PeerFly. All proprietary and Confidential Information
is protected by copyright, trademark and other intellectual property
laws. You agree not to reproduce, disseminate, sell, distribute or
commercially exploit any proprietary or Confidential Information of
PeerFly in any manner. These non-disclosure obligations shall survive
termination or expiration of the Agreement.

31. Confidentiality. Confidential Information means any

information disclosed to You by PeerFly, either directly or indirectly, in
writing, verbally, or by inspection of tangible objects, other than
information that You can establish: (a) was publicly known and made
generally available in the public domain prior to the time of disclosure
to You by PeerFly; (b) becomes publicly known and made generally
available after disclosure to You by PeerFly other than through Your
action or inaction; and/or (c) is in Your possession, without
confidentiality restrictions, at the time of disclosure by PeerFly as
shown by Your files and records prior to the time of disclosure. All
information relating to Your participation in the PeerFly Network and
Service, including but not limited to Your log-in identification number,
the identities of any PeerFly Client, PeerFly's Commission rates,
Program rates, and pricing strategies shall be considered Confidential
Information. You shall not at any time, without the prior written
consent of PeerFly: (a) disclose, sell, license, transfer or otherwise
make available to any person or entity any Confidential Information;
(b) use any Confidential information (other than to confirm the
accuracy of Commission calculations); and/or (c) reproduce or
otherwise copy any Confidential Information, except as necessary in
connection with the purpose for which such Confidential Information is
disclosed to You or as required by applicable law. You agree to take all
reasonable measures to protect the secrecy of and avoid disclosure
and unauthorized use of the Confidential Information. All Confidential
Information shall at all times remain PeerFlys personal property and all
documents, electronic media and other tangible items containing or
relating to any Confidential Information shall be delivered to PeerFly
immediately upon PeerFlys request.
32. Release of Information. In the event that PeerFly suspects or
determines any unlawful acts and/or that a violation of this Agreement
or any information pertaining thereto has been, will be, or is presently
being committed, PeerFly reserves the right to release any current or
past information including, but not limited to, this Agreement, You, Your
use of, without limitation, the PeerFly Network and Service,
Commissions, Offers, Programs, or Your Sub-Publishers. PeerFly further
reserves the right to release any current or past information, as
outlined above, if the information is subpoenaed, if PeerFly is sold or
acquired, or when PeerFly deems it necessary or appropriate. You
hereby consent to disclosure of any record or communication to any
third-party should PeerFly, in its sole discretion, determine such
disclosure to be appropriate and/or necessary.
33. Ownership and Proprietary Nature of Data and Reports. All data,
including but not limited to campaign results, user data, statistical

information, traffic analysis or other data produced or provided by You,

shall be deemed to be the property of PeerFly.
34. Privacy Policy and Use of Sensitive Data. PeerFly currently uses
and plans to continue to use some or all of the data collected through
the operation of the Service in an aggregate manner (i.e. information
aggregated into demographic data and not personally identifiable). All
comments, feedback, information, or materials that You submit through
or in association with the Site, is subject to and governed by PeerFly's
Privacy Policy, as posted on PeerFly's website and as modified from
time to time. We reserve the right to use all information regarding Your
use of, without limitation, the PeerFly Network, Programs, Service,
Offers and/or Site, and any and all other personally identifiable
information provided by You, in accordance with the terms of our
Privacy Policy.
35. Covenants of PeerFly. PeerFly covenants and agrees to use its
commercially reasonable best efforts: (a) to provide, monitor and
maintain the necessary technology applications required to link You to
PeerFly Client websites; (b) to provide You with Offers in appropriate
format; and (c) to provide changes to Offers or cancellations as quickly
as is commercially feasible in advance of requested change date or
time.
36. Your Covenants. You covenant and agree to use Your
commercially reasonable best efforts: (a) to continue to operate and
maintain Your distribution channels in a manner consistent with the
intent and purpose of this Agreement; (b) to place Offers in Your
distribution channels in accordance with this Agreement; (c) to
respond to any change notice and/or communication within one (1)
business day from PeerFly's transmission of such change notice and/or
communication to You; and (d) to maintain Your traffic in a manner that
conforms with best practices of opt-in solicitation and privacy policies.
You further agree to advise us immediately of any changes to any of
the information You provided to PeerFly.
37. Limited Promotional License. You hereby grant PeerFly a limited,
non-exclusive, revocable, worldwide license for the term of this
Agreement to use, reproduce and distribute Your company name and
logo for use in our promotional materials.
38. Non-Circumvent. You shall not, during the term of this
Agreement and for six (6) months thereafter, implement any
CPA/CPM/CPC/CPL agreements with any PeerFly Client with whom You
did not have a previously existing CPA/CPM/CPC/ CPL agreement. In
the event that You do so directly contract with such a party, You shall

pay PeerFly an additional commission equal to what PeerFly would

otherwise have earned had You not violated this Section.
39. Term and Termination. This Agreement shall commence upon
execution of the relevant Insertion Order and remain in effect until
terminated as set forth herein. This Agreement may be terminated by
PeerFly at any time, for any reason, or for no reason at all. You may
terminate this Agreement as set forth in the applicable Insertion Order.
If no applicable notice period is specific, You may terminate this
Agreement upon twenty-four (24) hours prior written notice. To the
extent applicable and/or required, termination may be effected by
delivery to the non-terminating Party of appropriate notice, delivered
via e-mail, fax or other means of public communication, and will be
effective immediately upon Your receipt of such notice , or three (3)
business days following the sending of notice, whichever is earlier. In
addition, PeerFly reserves the right, in its sole and absolute discretion,
to terminate a Program at any time for any reason, upon notice to You.
PeerFly also reserves the right to terminate Your access to the Site,
Service, and/or PeerFly Network at any time with or without notice to
You. As set forth in this Section, as well as in Section 32, any and all
information that You may provide to PeerFly during the course of your
participation in the PeerFly Service shall at all times remain the sole
and exclusive property of PeerFly. The representations, warranties and
obligations contained within this Section and the Agreement itself shall
remain in full force and effect after termination of the Agreement.
40. Responsibilities Following Termination. Immediately upon
termination, You will remove any and all Offers, Program information,
PeerFly code, and/or or other intellectual property made available to
Publisher in connection with its performance under the Agreement
from any website(s) owned or operated by You, and/or suspend any
and all campaigns, including, but not limited to, e-mail campaigns that
have not already been sent.
41. Representations and Warranties. Publisher and PeerFly hereby
acknowledge and agree that Publisher is solely responsible for the
method by which the Offers are disseminated. You represent and
warrant that Your Publisher website contains distinct and legitimate
content, substance and material, Your Publisher website is fully
functional at all times and at all levels, and Your Publisher website
features, at a minimum, a privacy policy linked conspicuously from
such Publisher websites home page, with a link that contains explicit
language indicating its presence. You are obligated to fully comply
with the privacy policy posted on the Publisher website at all times.
You shall notify PeerFly in writing at least three (3) business days in
advance of any changes to any applicable privacy policy and shall

provide PeerFly with a revised copy of the affected privacy policy prior
to the date that the changes take effect. Your further represent and
warrant that You will not, nor knowingly permit any person to, inflate
the amount of Actions through any deceptive or misleading practice,
method or technology including, but not limited to, the use of any
spyware, device, program, robot, hidden frames, redirects, spiders,
computer script or other automated, artificial or fraudulent methods
designed to appear like an individual, real live person performing
and/or completing an Action, and that You will not use, nor knowingly
permit any person or entity to use, any third-party trademarks in any
way to direct traffic to any Publisher website or PeerFly Client website
including, but not limited to, purchasing keywords from a search
engine service provider that include the trademark, service mark
and/or brand name, or any derivative of any such trademark, service
mark or brand name. You further represent and warrant that You will
not redirect traffic to a website other than the website specifically
listed by the applicable PeerFly Client. You further represent and
warrant that the content of Your Publisher website and, without
limitation, Publisher e-mails do not promote, advocate, facilitate or
otherwise include any of the following: (a) hate speech or material that
discriminates on the basis of race, ethnicity, gender, age, disability,
religion or sexual orientation; (b) Investment, money-making
opportunities or advice not permitted under law; (c) violence or
profanity; (d) pornographic, obscene, sexually explicit or related
content; (d) material that defames, abuses, is libelous, is tortuous or
threatens physical harm to others; (e) material that displays any
telephone numbers, street addresses, last names, URLs, e-mail
addresses or any confidential information of any third person; (f)
material that impersonates any person or entity; (g) any indication that
any statements You make are endorsed by PeerFly and/or a PeerFly
Client, without PeerFlys and/or PeerFly Clients specific prior written
consent; (h) promotion of illegal substances or activities; (i); content
which is inappropriate or harmful to children; (j) promotion of terrorism
or terrorist-related activities, sedition or similar activities; (k) software
pirating; (l) malicious hacking; (m) any material that contains software
viruses or any other computer code, files or programs designed to
interrupt, destroy or limit the functionality of any computer software or
hardware or telecommunications equipment; (m) any software, product
or service that is illegal or that violates the rights of a third party
including, but not limited to, spyware, adware, programs designed to
send unsolicited advertisements (i.e. spamware), services that send
unsolicited advertisements, programs designed to initiate denial of
service attacks, mail bomb programs and programs designed to gain
unauthorized access to networks on the Internet; (n) any software,
product or service that harvests or collects the personal information of
Internet users, whether or not for commercial purposes, without the

express consent of such users; (o) any spoofing, redirecting or

trafficking from other websites in an effort to gain traffic; (p) any
content that infringes upon the intellectual property rights of any third
party or any other right including, without limitation, false advertising,
unfair competition, invasion of rights of publicity or privacy; (q)
gambling, contests, lotteries, raffles, or sweepstakes; (r) any material
that violates, without limitation, CAN-SPAM or the FTC Act; or (s) any
illegal activity whatsoever (including any violations of applicable U.S.
state or federal law or regulation, Canadian provincial or federal law or
the laws of any other jurisdiction in which You operate).
42. Limitation of Liability and Disclaimer of Warranty. ANY
OBLIGATION OR LIABILITY OF PEERFLY UNDER THIS AGREEMENT SHALL
BE LIMITED TO THE TOTAL OF YOUR COMMISSIONS PAID TO YOU BY
PEERFLY UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE
CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT
AGAINST PEERFLY MORE THAN ONE YEAR AFTER THE TERMINATION OF
THIS AGREEMENT. YOU AGREE THAT PEERFLY SHALL NOT BE LIABLE TO
YOU, OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, A CLAIM
BY ANOTHER PUBLISHER OR A PEERFLY CLIENT), FOR ANY
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE
DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL,
LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR
OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR CLAIM. PUBLISHER RECOGNIZES AND ACKNOWLEDGES
THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE. THE
SITE, PROGRAMS, PEERFLY CLIENTS UNDERLYING PRODUCTS AND
SERVICES, CONTENT AND SERVICES ARE PROVIDED ON AN AS IS AND
AS AVAILABLE BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED,
ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER
OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF
INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR
PURPOSE). THE SITE, PROGRAMS AND/OR PEERFLY CLIENTS
UNDERLYING PRODUCTS AND SERVICES MAY CONTAIN BUGS, ERRORS,
PROBLEMS OR OTHER LIMITATIONS. PEERFLY HAS NO LIABILITY,
WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHERS
USE OF, OR INABILITY TO USE, THE SITE, PROGRAMS AND/OR PEERFLY
CLIENTS UNDERLYING PRODUCTS OR SERVICES AND PEERFLY
DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT
PUBLISHERS USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE
OR THAT ANY OF THE PROGRAMS WILL BE AVAILABLE TO PUBLISHER.
THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A
FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN
PEERFLY AND PUBLISHER. THE SITE, PROGRAMS AND/OR PEERFLY
CLIENTS UNDERLYING PRODUCTS AND SERVICES WOULD NOT BE
PROVIDED TO PUBLISHER WITHOUT SUCH LIMITATIONS. PEERFLY

MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY

RESULTS OBTAINABLE THROUGH THE SITE AND/OR PROGRAMS. NO
ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, OBTAINED
BY PUBLISHER FROM PEERFLY AND/OR ANY PEERFLY CLIENT BY AND
THROUGH THE SITE AND/OR PROGRAMS SHALL CREATE ANY
WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY
STATED IN THE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES. ACCORDINGLY, PEERFLYS LIABILITY IN SUCH
JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT
PERMITTED BY LAW.
43. Indemnity. You shall indemnify, defend and hold PeerFly, PeerFly
Clients and each of their respective parents, publishers, subsidiaries,
officers, partners, members, managers, employees, agents and
attorneys, harmless from and against any and all claims, allegations,
liabilities, costs and expenses (including reasonable attorneys' fees)
arising out of or related to, without limitation: (a) You and/or Your SubPublishers improper use of the Site, PeerFly Network, Programs, and/or
the Service; (b) any third party claim related to You and/or Your SubPublishers website, e-mails and/or marketing practices; (c) any third
party allegation or claim against PeerFly and/or PeerFly Clients relating
to a violation of any and all state and federal laws or the laws of You
and/or Your Sub-Publishers jurisdiction; (d) any content, goods or
services offered, sold or otherwise made available by You and/or Your
Sub-Publisher on or through the Publisher and/or Sub-Publishers
website, e-mails, other marketing channels or otherwise; (e) breach
and/or violation of the Agreement and/or any representation or
warranty contained herein; and/or (f) You and/or Your Sub-Publishers
use of the Site, PeerFly Network, Programs, and/or the Service, in any
manner whatsoever.
44. Jurisdiction and Venue. The Agreement shall be treated as
though it were executed and performed in Alachua County, Florida and
shall be governed by and construed in accordance with the laws of the
State of Florida without giving effect to any choice of law or conflict of
laws rules or provisions. Any legal claims arising out of or relating to
the Agreement must be brought in the state and city courts of the
State of Florida, Alachua County, and the federal courts situated in the
United States District Court for the Northern District of Florida,
Gainesville Division. Should a dispute arise concerning the terms and
conditions of the Agreement or the breach of same by any Party
hereto, the Parties agree to submit their dispute for resolution by
binding arbitration before the American Arbitration Association in
Alachua County, Florida, in accordance with the then current

Commercial Arbitration Rules of the American Arbitration Association.

Any award rendered shall be final and conclusive to the Parties and a
judgment thereon may be entered in any court of competent
jurisdiction. Nothing herein shall be construed to preclude PeerFly
from seeking injunctive relief in order to protect its rights pending an
outcome in arbitration. Nothing contained in the Agreement shall be
construed to limit any legal remedies available to PeerFly. PeerFly
may, in its sole discretion, elect to file an action in any court of
competent jurisdiction in the state and city courts of the State of
Florida, Alachua County, and the federal courts situated in the United
States District Court for the Northern District of Florida, Gainesville
Division., in lieu of and despite the alternative dispute resolution
provision above. PeerFly shall be entitled to an award of its reasonable
costs and expenses, including attorneys' fees, in any action or
proceeding in connection to, arising out of, or under the Agreement. To
the extent permitted by law, You agree not to bring, join or participate
in any class action lawsuit as to any claim, dispute or controversy that
You may have against PeerFly and its employees, officers, directors,
members, representatives and assigns. You agree to the entry of
injunctive relief to stop such a lawsuit or to remove You as a participant
in the suit. You agree to pay the attorneys' fees and court costs that
PeerFly incurs in seeking such relief. This provision preventing You
from bringing, joining or participating in class action lawsuits does not
constitute a waiver of any of Your rights and remedies to pursue a
claim individually and not as a class action in binding arbitration as
provided above. This provision preventing You from bringing, joining or
participating in class action lawsuits is an independent agreement.
45. Severability and Non-Waiver. If any provision of the Agreement is
held to be invalid, illegal or unenforceable for any reason, such
invalidity, illegality or unenforceability shall not affect any other
provisions of the Agreement, and the Agreement shall be construed as
if such invalid, illegal or unenforceable provision had not been
contained herein. No waiver of any breach of any provision of the
Agreement shall constitute a waiver of any prior, concurrent or
subsequent breach of the same or any other provisions hereof, and no
waiver shall be effective unless made in writing and signed by an
authorized representative of the waiving Party.
46. Integration. The Agreement is personal between You and PeerFly
and governs Your use of the Site, Service, and/or the PeerFly Network,
superseding any and all prior and/or contemporaneous agreements
between You and PeerFly. Subject to any past or future publication of
any updated Agreement, including any updated terms and conditions,
Your account information, including information provided during the
application process, represents the complete and entire expression of

the agreement between You and PeerFly, and shall supersede any and
all other agreements, whether written or verbal, between the Parties.
To the extent that anything in or associated with the Site, Service,
and/or the PeerFly Network offering is in conflict or inconsistent with
the Agreement, the Agreement shall take precedence. Other than as
set forth herein, the Agreement may be amended only by a written
agreement executed by an authorized representative of each Party. To
the extent that anything in or associated with the PeerFly Site, Service,
and/or the PeerFly Network is in conflict or inconsistent with the
Agreement, the Agreement shall take precedence.
47. Assignment. PeerFly may assign or transfer its rights to the
Agreement, or any portion thereof, at its sole discretion and without
restriction. You may not assign, transfer or delegate any of Your rights
under the Agreement except with prior written consent of PeerFly,
which may be withheld for any reason, and any attempts to do so shall
be null and void. Further, any such attempts may result in PeerFly, at
its sole discretion, immediately terminating the Agreement and/or Your
participation in any Program, without any liability to PeerFly. The
Agreement will be binding on, inure to the benefit of and be
enforceable against, the Parties successors and assigns.
48. Force Majeure. Neither You or PeerFly shall be liable to the other
by reason of failure or delay in the performance of its obligations
hereunder on account of telecommunications, Internet or network
failure or interruption, results of computer hacking, Acts of God, fires,
storms, war, governmental action, labor conditions, earthquakes,
natural disasters or any other cause which is beyond the reasonable
control of such Party.
49. Relationship. The Parties are non-exclusive independent
contractors and not partners, joint venturers, or employees of the
other. Neither Party shall have the right to bind the other or to incur
any obligation on the other Partys behalf.
50. Notices. Unless otherwise specified herein, any notice,
communication or statement relating to this Agreement, including the
Terms and Conditions, shall be in writing and deemed effective
immediately: (a) upon delivery when delivered in person; (b) upon Your
receipt of such notice when delivered via e-mail, facsimile transmission
or other means of public communication; (c) upon Your receipt of such
notice when delivered by registered or certified mail, postage prepaid,
return receipt requested or by nationally recognized overnight courier
service to the address of the respective Party; (d) or three (3) business
days following the sending of notice, whichever is earlier. All written
notices shall be sent to the address submitted by You when You signed

up for the Service and, if to PeerFly, to the address listed in the Contact
Us section of the Site.
51. Survival. Any and all provisions hereof which by their nature are
intended to survive the termination of Your participation in PeerFlys
Programs and/or this Agreement, shall survive any such termination.
52. Corporate Authority; Non-Breach. Each Party represents and
warrants to the other that: (a) such Party has all necessary right, power
and authority to agree to this Agreement and to perform its obligations
hereunder; (b) nothing contained in this Agreement or required by such
Party's performance hereunder will place such Party in breach of any
other contract or agreement to which it is bound or violate any
applicable law, including obscenity, privacy and defamation laws; and
(c) the performance of either Party's obligations under this Agreement
shall not infringe or violate upon the intellectual property or privacy
rights of any third party.
53. Miscellaneous. You may not use any device, software or routine
to interfere or attempt to interfere with the proper working of the Site.
You may not take any action that imposes an unreasonable or
disproportionately large load on the PeerFly infrastructure. You agree
that any unauthorized and/or unlawful use of the Site, Service, Offers,
and/or Programs would result in irreparable injury to PeerFly for which
monetary damages would be inadequate. In such event, PeerFly shall
have the right, in addition to other remedies available to it pursuant to
the Agreement, to immediate injunctive relief against You without the
need to post a bond.
54. Electronic Signatures. You acknowledge and agree that by
clicking on the button labeled I Agree or such similar links as may be
designated by PeerFly to accept this Agreement, You are submitting a
legally binding electronic signature and are entering into a legally
binding contract. You acknowledge that Your electronic submission
constitutes Your agreement and intent to be bound by this Agreement.
Pursuant to any applicable statutes, regulations, rules, ordinances or
other laws, including without limitation the United States Electronic
Signatures in Global and National Commerce Act, P.L. 106-229 (the ESign Act) or other similar statutes, YOU HEREBY AGREE TO THE USE
OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER
RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND
RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE
SOFTWARE OR SERVICES OFFERED BY PEERFLY. Further, You hereby
waive any rights or requirements under any statutes, regulations,
rules, ordinances or other laws in any jurisdiction which require an

original signature or delivery or retention of non-electronic records, or

to payments or the granting of credits by other than electronic means.