Terms & conditions
By signing up as an affiliate with The Safe Cig, you agree to the following Terms of Service.</p> <p>This agreement is by and between The Safe Cig and/or their assigns and all subscribers. Unless the context requires otherwise, The Safe Cig. and/or their assigns shall be referred to as “us, we, or our” and you shall be referred to as “you, your or subscriber.”</p> <p>You understand that The Safe Cig. and/or their assigns does not guarantee or predict any type of profit or response from said services. Subscriber agrees to hold The Safe Cig harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which The Safe Cig and/or their assigns may become subject arising out of or relating in any way to the use of the services provided under this agreement, including, without limitation, in each case attorneys’ fees, costs and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities.</p> <p>A. Services to be Provided. We agree to pay you certain commissions as described on our website for referral sales made by customers.</p> <p>B. Termination. We may terminate your account:</p> <p>(a) if you violate our Terms Of Service Policy; (b) promote The Safe Cig in a manner that is unethical or inappropriate; or (c) for any reason, in our sole discretion.</p> <p>C. No Warranties. WE MAKE NO WARRANTIES TO YOU OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE The Safe Cig , ITS SUBCONTRACTORS AND AFFILIATES PROVIDE YOU. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE. We shall not be liable for any damages suffered by you, whether indirect, special, incidental, exemplary, or consequential, including, by not limited to, loss of data or service interruptions, regardless of cause or fault. We are not responsible for your lost profits or for your loss of data or information. If notwithstanding this clause we are held liable to you.</p> <p>D. TERMS. You agree: (1) to use our system in a manner that is ethical and in conformity with community standards; (2) to respect the privacy of other users (you shall not intentionally seek data or passwords belonging to other users, nor will you modify files or represent yourself as another user unless explicitly authorized to do so by that user); (3) to respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property; (4) to accept commercial emails from us; (5) personal purchases are non-qualified for your own commissions and any intentional or repeated misuse or attempt of this nature is grounds for termination.</p> <p>If we learn of a violation or likely violation of our TERMS OF SERVICE, we will attempt to notify you. If you do not take immediate remedial action which is satisfactory to us, or in the event of a serious violation of the TERMS OF SERVICE, we reserve the right to terminate your account immediately. Every effort will be made to inform you prior to account termination, and to re-establish your account upon receiving such representations from you as we deem appropriate in the circumstances.</p> <p>YOUR SERVICE WILL BE TERMINATED IMMEDIATELY AND WITHOUT WARNING SHOULD YOU USE OUR SYSTEM AS PART OF ANY BULK EMAIL CAMPAIGN. You may also be subject to fines and legal actions as a result of your bulk email promotion.</p> <p>E. Assignment. This agreement is personal to you. You may not assign your rights under this agreement without our prior written consent. If you do assign your rights, as would be the case were someone other than you to use your account, you shall remain liable to us for any fees due under this agreement. We may assign this agreement at any time.</p> <p>F. Change of Terms and Conditions. We reserve the right to change the terms and conditions of this agreement as needed. Use of our servers by you after said changes constitutes acceptance of those new terms and conditions. If you do not agree to the new terms and conditions, you may terminate this agreement in accordance with Section B.</p> <p>G. Notification of Account Changes. You agree to provide us with such other information relating to your use of this service as we deem necessary or desirable. You agree to notify us if your address, email address, telephone number, billing information changes.</p> <p>H. Notices. All notices, requests, demands, and other communications under this agreement shall be in writing and shall be deemed to have been given on the date of delivery: if delivered personally to the party to whom notice is to be given; if sent by electronic mail with a cc: to sender; if sent by fax; or on the third day after mailing by first class mail.</p> <p>I. General Provisions. The subject headings of the articles and sections are for convenience only, and shall not affect the construction or interpretation of any of its provisions. If any portion of this agreement is found invalid or unenforceable, that portion shall be severed and the remainder of this agreement shall remain in force. This agreement constitutes the entire agreement between us pertaining to its subject matter and supersedes all of our prior agreements, representations, and understandings. Subject to Section I, no supplement, modification, or amendment of this agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. This agreement may be executed in one or more counterparts. Each shall be deemed an original, but all of which together shall constitute one and the same instrument. If an organization is the subscriber, the individual signing up for our services represents that he or she is duly authorized to enter into this agreement on behalf of that organization. In the event of a dispute, the parties agree to submit the matter to the Community Dispute Resolution Service or any recognized Arbitration Board located within our state and county, before instituting litigation.

I agree with terms & conditions

Terms & conditions
By participating in PremiumEcigarette’s Affiliate internet marketing program (the “Program”), You agree with the Program terms and conditions set forth below, established by PremiumEstore Inc. (“PremiumEcigarette”). In consideration of participating in the Program, You agree to the following terms: 1) Spam. Under no circumstances shall You send commercial electronic mail messages as defined in the new Federal spam law, the CAN-SPAM Act of 2003 [the "Act"], with respect to PremiumEcig’s and PremiumEcigarette’s Program. For clarification, this does not prohibit You from sending transactional or relationship messages as defined in the Act. PremiumEcigarette reserves the right to collect, withhold, or cancel any and all compensation related to the content You send via commercial electronic mail messages. 2) Tracking Tags. The tools, products and creative assets (collectively, “Assets”) that are provided to You by PremiumEcigarette and/or GS provide valuable information vital to the success of the Program, including information that helps make sure Transactions generated by You are properly attributed to You for Payout calculations. Thus, each of these Assets must be used in their intended manners as instructed by GS. You agree that You will not corrupt, modify or disable the tracking functionality provided to You related to the Program. 3) Keywords, Pay Per Click advertising, and domain names involving PremiumEcigarette’s trademark “PremiumEcigarette” and variations thereof. You shall not purchase search engine keywords or domain names that use PremiumEcigarette’s trademark “PremiumEcigarette” and/or certain variations and misspellings thereof. You shall not purchase or register keywords, Pay Per Click advertising, AdWords, search terms, domain names, or other identifying terms that include the word “PremiumEcigarette” or certain variations and misspellings thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Specifically, this policy prohibits You from: Bidding on PremiumEcigarette’s trademark, “PremiumEcigarette”, and any keyword string that includes this term. For example, “PremiumEcigarette gadgets”, “PremiumEcigarette cigs”, “PremiumEcigarette products”, and Bidding on variations of PremiumEcigarette’s trademark: for example “Premium Cigarette”, “PremiumEcigarette.com”, www.PremiumEcigarette.com”, etc. Purchasing domain names based on PremiumEcigarette’s trademarks or variations of PremiumEcigarette’s trademark: for example “Premium-Ecigarette.com”, “Premium-ecig.com”, etc. Purchasing Pay Per Click advertising containing PremiumEcigarette’s trademarks or variations of PremiumEcigarette’s trademark: for example “PreeemiumEcigarette.com”, etc. If PremiumEcigarette determines, in its sole discretion, that You have purchased or attempted to purchase “PremiumEcigarette” keywords or domain names, or one of the three cited examples above, then PremiumEcigarette may (without limiting any other remedies available to it) pursue any or all of the following actions: Withhold all compensation otherwise payable to You beginning with the date on which You purchased the prohibited trademarked terms; Remove You from the PremiumEcigarette affiliate Program permanently; and/or Contact the search engine in which your ad was found to ask that these ads be removed immediately and permanently.

Terms & conditions
To be an authorized affiliate of Smoke51.com, you agree to abide by the terms and conditions contained in this agreement. Please read this agreement carefully before registering and using the Smoke51.com service as an affiliate. By signing up for the Smoke51 affiliate program, you indicate your acceptance of this agreement and its terms and conditions. Associates Program Operating Agreement Updated: _______ May 2010. This Associates Program Operating Agreement (“Operating Agreement”) contains the terms and conditions that govern your participation in the Vapor Corp. Associates Program (the “Program”). “We,” “us,” or “our” means Vapor Corp. or any of its affiliate companies (excluding those that sell retail products), as the case may be. “You” or “your” means the applicant. A “site” means a website. “Vapor Site” means either the smoke51.com site, the vapor-corp.com site, the ezsmoker.com site, the greenpuffer.com site or the kraveit.com site, as applicable. “Your site” means any site(s) and any software application(s) that you link to the Vapor Site. BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE SMOKE51.COM SITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT. 1. Description of the Program The purpose of the Program is to permit you to advertise Products on your site (defined in Section 2) and to earn advertising fees for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item sold on the Vapor Site other than any product that is (a) listed on this page (collectively, “Excluded Products.”) In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program (“Content”). 2. Enrollment To begin the enrollment process, you must submit a complete and accurate Program application. You must identify your site in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application if we determine that your site is unsuitable. Unsuitable sites include those that: (a) promote or contain sexually explicit materials; (b) promote violence or contain violent materials; (c) promote or contain libelous or defamatory materials; (d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age; (e) promote or undertake illegal activities; (f) include any trademark of Vapor Corp. or its affiliates, or a variant or misspelling of a trademark of Vapor Corp. or its affiliates, in any domain name – for example, a domain name such as <somke51.com>, <vpco.com>, <smoke51.net>, would be unsuitable; (g) include any trademark of Vapor or its affiliates in any username, group name, or other identifier on any social networking website – for example, a username such as “Vapor corp,” “smoke51,” or “buy51” registered on a social networking site such as Twitter or Facebook would be unsuitable; or (h) otherwise violate intellectual property rights. If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement. You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Operating Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current. In addition, if at any time following your enrollment in the Program you become a resident of Colorado, North Carolina or Rhode Island, you will become ineligible to participate in the Program, and this Operating Agreement will automatically terminate, on the date you establish residency in that state. In addition, you must promptly notify us in writing of your Colorado, North Carolina or Rhode Island residency, which you may do via the Contact Associates Customer Service form available upon request. 3. Links on Your Site After you have been notified that you have been accepted into the Program, you may display Special Links on your site. “Special Links” are links to the Vapor Site that you place on your site in accordance with this Operating Agreement, that properly utilize the special “tagged” link formats we provide, and that comply with the Section 3.1 herein. Special Links permit accurate tracking, reporting, and accrual of advertising fees. You may earn advertising fees only as described in Section 7 and only with respect to activity on the Vapor Site occurring directly through Special Links. We will have no obligation to pay you advertising fees if you fail to properly format the links on your site to the Vapor Site as Special Links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you under this Operating Agreement. 3.1. Prohibited Representations YOU MAY NOT ADVERTISE VAPOR BY WAY OF ANY HEALTH CLAIMS OR CLAIMS THAT VAPOR IS A SMOKING CESSATION DEVICE. YOU MAY NOT USE ANY FORM OR VARIATIONS OF THE WORDS “SAFE” OR “HEALTH” IN YOUR ADVERTISING. YOU MAY NOT MAKE ANY CLAIMS AS TO THE CHEMICAL COMPOSITION OF THE VAPOR CARTRIDGES OR VAPOR, OTHER THAN THOSE STATEMENTS EXPRESSLY CONTAINED ON THE VAPOR WEBSITE. YOU MAY NOT CLAIM IN ANY WAY THAT VAPOR DOES NOT CONTAIN CARCINOGENIC OR TOXIC CHEMICALS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANY VIOLATION OF THIS SECTION SHALL RESULT IN IMMEDIATE TERMINATION OF YOUR ACCOUNT WITHOUT NOTICE AND FORFEITURE OF ANY UNPAID EARNINGS AS LIQUID DAMAGES FOR VIOLATION OF THIS SECTION. 4. Program Requirements By participating in the Program, you agree that you will comply with the all, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”). Operational Documentation is included in the term Operating Agreement. You will provide us with any information that we request to verify your compliance with this Operating Agreement. If we determine that you have not complied with any requirement or restriction described on the Associates Program Participation Requirements page or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us) withhold any advertising fees payable to you under this Operating Agreement, terminate this Operating Agreement, or both. In addition, you hereby consent to us: • sending you emails relating to the Program from time to time; • monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links and • monitoring, crawling, and otherwise investigating your site to verify compliance with this Operating Agreement. 5. Responsibility for Your Site You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for: • the technical operation of your site and all related equipment; • displaying Special Links and Content on your site in compliance with this Operating Agreement and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site); • creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links); • using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights); • disclosing on your site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers; and • any use that you make of the Content and the Vapor Marks, whether or not permitted under this Operating Agreement. We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement or violates applicable law; (d) your violation of any term or condition of this Operating Agreement; or (e) your or your employees’ negligence or willful misconduct. 6. Order Processing We will process Product orders placed by customers who follow Special Links from your site to the Vapor Site. We reserve the right to reject orders that do not comply with any requirements on the Vapor Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases. 7. Advertising Fees We will pay you advertising fees on Qualifying Purchases in accordance with Section 8 and the Associates Program Advertising Fee Schedule. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to the Vapor Site; (b) during a single Session that customer either (i) adds a Product to his or her shopping cart and places the order for that Product no later than 90 days following the customer’s initial click-through, (ii) purchases a Product via our 1-Click feature, or (iii) streams or downloads a Product from the Vapor Site if the Product is a Digital Product; and (c) the Product is shipped to or streamed or downloaded by, and paid for by, the customer. A “Session” begins when a customer clicks through a Special Link on your site to the Vapor Site and ends upon the first to occur of the following: (x) 24 hours elapses from the customer’s initial click-through; (y) the customer places an order for a Product; or (z) the customer follows a link to the Vapor Site that is formatted with an Associate’s tag that is not assigned to you. Qualifying Purchases exclude, and we will not pay advertising fees on any of, the following: • any Product that, after expiration of the applicable Session, is added to a customer’s Shopping Cart; • any Product purchase that is not correctly tracked or reported because the links from your site to the Vapor Site are not properly formatted; • any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity); • any Product purchased for resale or commercial use of any kind; • any Product purchased after termination of this Operating Agreement; • any Product order that is canceled or returned; and • any Product purchased by a customer who is referred to the Vapor Site through any of the following: ◦ a Prohibited Paid Search Placement; or ◦ a link to the Vapor Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise. “Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “Vapor Corp.,” “smoke51,” “Krave,” or “Greenpuffer,” or any other trademark of Vapor or its affiliates, or variations or misspellings of any of those words (e.g., “smmoke51,” “smoke15,”). “Redirecting Link” means a link that sends users indirectly to the Vapor Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks. 8. Advertising Fee Payment We will pay you advertising fees on a monthly basis for Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 30 days following the end of each calendar month using the payment method you choose from the following available options. If you have not selected one of the payment methods below, we will withhold any unpaid accrued advertising fees until you have done so. (a) Payment by Direct Deposit. If you select payment by direct deposit, we will directly deposit the advertising fees you earn into the bank account you designate, but may accrue and withhold advertising fees until the total amount due to you is at least $10. If you select this method of payment, you must provide us with the name of your bank, the bank account type, the 9-digit routing number/ABA number, the account number, and the name of the primary account holder as it appears on the account. (b) Payment by Check. If you select payment by check, we will send you a check in the amount of the advertising fees you earn, but we may accrue and withhold advertising fees until the total amount due to you is at least $100. We will deduct a processing fee in the amount of $15 from the advertising fees payable to you for each check we send to you. If you have not earned any advertising fees in the 3 years prior to any given calendar month, then on the first day of that calendar month we may charge you an account maintenance fee that will be deducted from your unpaid accrued advertising fees. That account maintenance fee will be the lesser of $10 or the amount of unpaid accrued advertising fees in your account. Further, any unpaid accrued advertising fees in your account may be subject to escheatment under state law. We may be obligated by law to obtain tax information from you if you are a U.S. citizen, U.S. resident, or U.S. corporation, or if your business is otherwise taxable in the U.S. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your advertising fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. 9. Policies and Pricing Customers who buy products through this Program are our customers with respect to all activities they undertake in connection with the Vapor Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Vapor Site will apply to those customers, and we may change them at any time. 10. Identifying Yourself as an Associate You will not issue any press release or make any other public communication with respect to this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Operating Agreement. You must, however, clearly state the following on your site: “[Insert your name] is a participant in the Vapor Corp. Associates Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to [insert the applicable site name (smoke51.com].” 11. Limited License Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Products on, and directing end users to, the Vapor Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site; and (b) use only those of our trademarks and logos that we may make available to you as part of Content (those trademarks and logos, collectively, “Vapor Marks”). The license set forth in this Section 11 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Operating Agreement, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the license set forth in this Section 11 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and Vapor Marks with respect to which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time. 12. Reservation of Rights; Submissions Other than the limited licenses expressly set forth in Section 11, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Operating Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Special Links, link formats, Content, any domain name owned or operated by us or our affiliates, Operational Documentation, our and our affiliates’ trademarks and logos (including the Vapor Marks), and any other intellectual property and technology that we provide or use in connection with the Program. If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Operating Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission. 13. Compliance with Laws In connection with your participation in the Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003). 14. Term and Termination The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and Vapor Marks and promptly remove from your site and delete or otherwise destroy all links to the Vapor Site, all Vpor Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this Operating Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 9, 10, 12, 13, 14, 16, 17, 18, 19, and 20, together with any accrued but unpaid payment obligations of us under this Operating Agreement, will survive the termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Operating Agreement prior to termination. 15. Modification We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the smoke51.com site. Modifications may include, for example, changes to the Associates Program Advertising Fee Schedule, Associates Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE SMOKE51.COM SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE. 16. Relationship of Parties You and we are independent contractors, and nothing in this Operating Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself. 17. Limitation of Liability WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE VAPOR SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE VAPOR SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. 18. Disclaimers THE PROGRAM, THE VAPOR SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE VAPOR SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, SMOKE51.COM DOMAIN NAME, VAPOR-CORP.COM DOMAIN NAME, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE VAPOR MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE VAPOR SITES, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM. 19. Disputes Any dispute relating in any way to the Program or this Operating Agreement in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 will be adjudicated in any state or federal court in Miami-Dade County, Florida, and you hereby consent to exclusive jurisdiction and venue in those courts. The laws of the State of Florida, without regard to principles of conflicts of laws, will govern this Operating Agreement and any dispute of any sort that might arise between you and us. Notwithstanding anything to the contrary in this Operating Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages. 20. Miscellaneous You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement or operate sites that are similar to or compete with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Operating Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to subsequently enforce this provision or any other provision of this Operating Agreement. In the event of any conflict between this Operating Agreement and the Operational Documentation, this Operating Agreement will control. Whenever used in this Operating Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Operating Agreement, may be made, taken, or given in our sole discretion.

I have read, understand and agree to the above terms and conditions.

Terms & conditions
By participating in V2 Cig’s Affiliate internet marketing program (the “Program”), You agree with the Program terms and conditions set forth below, which were established by VMR PRODUCTS LLC. (“V2 Cigs”), the owner of this program. In consideration of participating in the Program, You agree to the following terms: 1) Spam. Under no circumstances shall You send commercial electronic mail messages as defined in the new Federal spam law, the CAN-SPAM Act of 2003 [the "Act"], with respect to V2 Cigs’s Program. For clarification, this does not prohibit You from sending transactional or relationship messages as defined in the Act. V2 CIGS reserves the right to collect, withhold, or cancel any and all compensation related to the content You send via commercial electronic mail messages. 2) Tracking Tags. The tools, products and creative assets (collectively, “Assets”) that are provided to You by V2 Cigs are valuable information vital to the success of the Program, including information that helps make sure Transactions generated by you are properly attributed to you for Payout calculations. As such, each of these Assets must be used in their intended manner as instructed by V2 Cigs. You agree that You will not corrupt, modify or disable the tracking functionality provided to you by our Program. 3) Keywords, Pay Per Click advertising, and domain names involving V2 Cigs’s trademark “V2cigs.com, V2 Cigs” and variations thereof. You shall not purchase search engine keywords or domain names that use V2 Cigs’s trademark “V2 Cigs” and/or certain variations and misspelling’s thereof. 4) As an affiliate, you can only have 1 account. You can list multiple domains in one account, but only one account is allowed. If we discover that you are creating tier accounts and using them to increase your effectual commissions per sale, we will suspend your account! 5) You shall not purchase or register keywords, Pay Per Click advertising, AdWords, search terms, domain names, or other identifying terms that include the words “V2Cigs, v2 cigs, v2 electronic cigarettes, v2 e-cigs v2cigs.com” or certain variations and misspelling’s thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. 6) You are prohibited from: Bidding on the V2 Cigs’s trademark, “V2 Cigs”, and any keyword string that includes this term. For example, “V2 Cigs gadgets”, “V2 cigs”, “V2 Cigs products”, and Bidding on variations of V2 Cigs’s trademark: for example “smoke v2cigs”, “v2cigs.com”, www.v2cigs.com”, www.v2cigs”, “ww.v2cigs.com”, “v2cigs.com”, “www,v2cigs.com”, “v2.cigs”, “wwwv2cigs.com”, “v2cig”, etc. 7) Purchasing domain names based on V2 Cigs’s trademarks or variations of V2 Cigs’s trademark: for example “v2cigs.com”, “v2cigs.com”, “v2cigs.com”, “v2cigs.com”, etc. Purchasing Pay Per Click advertising containing V2cigs’s trademarks or variations of v2cigs’s trademark: for example “veetwocigs.com”, “vtwocigs.com”, “v2cigz.com”, “v2cigsonline.com”, etc. If V2 Cigs determines, in its sole discretion, that You have purchased or attempted to purchase “V2Cigs” keywords or domain names, or one of the three cited examples above, then V2 Cigs may (without limiting any other remedies available to it) pursue any or all of the following actions: Withhold all compensation otherwise payable to You beginning with the date on which You purchased the prohibited trademarked terms; Remove You from the V2 Cigs affiliate Program permanently; and/or Contact the search engine in which your ad was found to ask that these ads be removed immediately and permanently. V2 Cigs reserves the right to suspend or terminate affiliate accounts without warning or notice for the above violations or any other reason deemed appropriate by V2 Cigs at their sole discretion. Terms and commission levels are subject to change at any time without prior notice

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Terms & conditions
SmokeTip.com agrees to pay said affiliate for any and all retail sales generated through affiliates Web Site or Offline Publications. Wholesale orders cannot be commissioned or combined with this affiliate offer. Sales are generated by a remotely hosted shopping cart supported by SmokeTip.com. Special offers, discounts and promotions may only be offered on SmokeTip.com and not permissible through custom or co-branded websites, which includes wholesale purchasing. Commitment Term: Unspecified Terms of Payment: Affiliate will be paid monthly, each month during the program period. Usage Statistics: Unless specified, we make no guarantees with respect to usage statistics or levels of impressions for any advertisement. Account Creation and Use: Affiliates may only create ONE account. Duplicate accounts will be considered fraud and the relationship may be terminated. Affiliates may not place orders for their own use though this system. Renewal: This agreement is set forth until either party notifies the other. No Assignment or Resale of Ad Space: Advertiser may not resell, assign or transfer any of its rights hereunder, and any attempt resell, assign or transfer such right shall result in immediate termination of this contract, without liability to SmokeTip.com. Copyright Material: All advertisements online or offline, wording, artwork and product line relating to the SmokeTip.com program are the sole property of SmokeTip.com, LLC. Affiliate agrees not to present creative works – in full or in part – as his or her own nor engage in violation of Copyright agreements for any reason. Such violations could result in suspension, termination, or prosecution. Limitation of Liability: Without limiting the foregoing, SmokeTip.com shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or materiel shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of SmokeTip.com’s affection production or delivery in manner. Right to Reject Advertisement: All contents of advertisements are subject to SmokeTip.com’s approval and reserves the right to reject or cancel any advertisement, Insertion Order, URL link, space reservation or position commitment, at any time, for any reason whatsoever. Agreement Acknowledgment: There are no binding signatures required by the affiliate party. By participating in the SmokeTip.com Affiliate Program, you agree to all terms and conditions in this document.

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Terms & conditions
Luci Affiliate Program – Supplemental Terms and Conditions In consideration for Your participation in the Luci Affiliate Program (the “Program”) maintained by Luciano Smokes Inc. (“Luci”), You agree to comply with these Supplemental Terms and Conditions (“Terms and Conditions”) in addition to the terms of the Luciano Smokes Publisher Service Agreement (“PSA”). (1) Luci Trademarks. You will not use in your domain name or URL nor purchase or register in any search, referral, or advertising service any item of the Luci brand or variation in bad taste or in a misleading manor. * Please note: this is not an exhaustive list of prohibited words, phrases, or combinations thereof. (2) Unacceptable terms. You shall not purchase or register search engine keywords, AdWords, search terms or other identifying terms that Luci considers in its sole discretion to fall into any of the following categories: – Promote violence – Promote fake or counterfeit items – Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age – Infringe upon others’ intellectual property rights (3) Tracking Tags. As part of the Program, Luci may provide you with tools, products, and creative assets (collectively, “Assets”) that include information that helps track Transactions generated by You and attribute them to Your Account. You will use each of these Assets only in their intended manner as instructed by Luci, and will not corrupt, modify, or disable them. You will not deliver any Luci-related cookies or other tracking tags to the computers of users that are merely viewing Your advertisements or while Your applications are merely active or open. (4) Compensation & Payment. a. Commissions. You will receive compensation equal to a percent of the retail price for each sale of a Qualifying Product as set forth on the detail page, minus any discounts for special offers or coupons, if the sale originated from a properly formatted affiliate link, in accordance with the PSA. “Qualifying Products” shall mean products (subject to the below restrictions) that are found in the MyLuci.com Marketplace. Any reference to “Qualifying Product” shall include any one of the Qualifying Products. b. Payment. Luci reserves the right to delay Your compensation (i) if there is a suspicion of bad faith associated with any transaction driven by You, (ii) if You are suspected of causing users non-compliance with Luci’s Term of Service, and/or (iii) if You are suspected of falsely acquiring sales or in a misleading manor. (5) Prohibited Affiliate Links. You may not include affiliate links or banners on any location visible or targeted to individuals under eighteen (18) years of age or the legal age for purchasing smoking products. (6) Terms Governing Downloadable Software. You will be paid for Commission-Earning Activity derived from downloadable software (DLS) only if the DLS complies with all of the below terms and the PSA. a. Legal Compliance. The operation of the DLS complies with all applicable laws in all relevant jurisdictions and does not deceive consumers about its nature, purpose, or operation. b. Informed Consent. The DLS is not installed or executed on the computer of any user until that user has given explicit consent to its installation or execution. “Explicit consent” means: i. The user has received a clear, brief, and conspicuous notice, in plain language and outside of any user agreement or terms, that the DLS will collect information about web usage (and, if applicable, personally identifiable information), and will use that information to display advertising on the user’s computer (including, if possible, a description of the frequency of such advertising); ii. The user has been provided with, or has been provided an opportunity to access, a more detailed description of the type(s) of information collected and the purpose(s) for which it will be used; iii. If the DLS is bundled with other software, the user has been provided with specific identification of the advertising-serving program(s) (“Adware”) in the bundle; and iv. After receiving the notice specified in section 7(b)(i) above and after being provided, or provided an opportunity to access, the information specified in 7(b)(ii) and 7(b)(iii) above, the user affirmatively chooses to have the DLS installed or executed on his/her computer. c. Easy Removal. A user must be able to completely uninstall the DLS through a means that the user can readily identify and perform without undue effort or specialized knowledge (preferred alternatives include providing easy access to an uninstall process from the content or framing of the DLS or a readily recognizable icon or listing the DLS in the add/remove feature in the Windows operating system). Uninstall processes must not be deceptive, complicated or confusing (such as listing DLS under multiple, confusing or deceptive names, requiring users to re-boot unnecessarily, using confusing language in pop-up challenges, or requiring more clicks than necessary to complete the un-install process). Each DLS-affiliated feature must contain the name of the DLS in the uninstall user interface. d. Full Disclosure. All ads generated on the user’s screen by the DLS identify the DLS as the source of the ad, using the same name as provided most prominently at the time the DLS was downloaded. e. No Persistent Ads. Users must be able to close (without ending their browser sessions) any DLS-generated pop-ups, pop-unders, or other advertisements that cover otherwise viewable content. f. Value to User. Either the DLS or an application bundled with the DLS must have meaningful value to the user that outweighs any burden imposed. For example, DLS that is combined with a comparison-shopping engine would meet this requirement. g. Limited Number of Ads. The DLS will not serve an unreasonable number of pop-up or pop-under advertisements per day or per web browsing session. h. Not Aimed at Children. The DLS is not specifically or primarily marketed to children under the age of 18 or downloadable from websites or services primarily oriented toward children. i. Prohibited Operations. Neither the DLS, nor any other software bundled with or distributed with the DLS, performs any of the following functions unless explicitly instructed to do so by the user i. sending unsolicited information or material to another computer; ii. diverting the user to another site not requested by the user; iii. initiating or terminating a user’s connection to the Internet; iv. modifying the user’s settings with respect to browser home page, Internet connections (including default access provider), bookmarks, or security levels; v. keystroke logging; vi. automatic re-installing or re-activating itself or another application after being uninstalled or removed by the user; or vii. removing or disabling security, pop-up-blocking, anti-virus, anti-Adware, or anti-spyware programs on the user’s computer. For these purposes, spyware is defined as software that surreptitiously gathers a user’s personally identifiable information. j. Other Terms. The DLS will not display an ad (including any pop-ups, pop-unders or tool bars) that contains Luci affiliate links while a Luci page is open on a user’s computer. (7) Your Responsibility for Your Agents. You will not make any commitments or representations on behalf of Luci with regard to any relationship You enter into with Your Sub-Publishers, Distribution Partners, or any other third parties (collectively, “Agents”) in connection with your promotion of a Luci site. You will ensure that Your Agents agree to terms and conditions that are at least as restrictive as the PSA and these Terms and Conditions, subject to applicable law, and shall include a provision in such terms and conditions that Luci is a third party beneficiary. Any violation by Your Agents of these Terms and Conditions shall constitute a violation by You, and Luci shall have full recourse against You with respect to such a violation, including without limitation, suspension or termination from the Program. Luci reserves the right to terminate any affiliate engaging in “Sub-Publisher” or “distribution partner” agent relationships at any time, at Luci’ discretion, based on a breach of these Terms and Conditions by Your Agent (8) Disclaimer of Warranties. LUCI DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LUCI EXPRESSLY DISCLAIMS ALL LIABILITY RELATING TO THESE TERMS AND CONDITIONS OR THE PROGRAM. (9) Publisher’s Indemnification Obligations. You will defend, indemnify, and hold Luci harmless against all claims, liabilities, and expenses claimed or incurred by third parties directly or indirectly as a result of any breach of these Terms and Conditions, and/or distribution or use of applications or content by You, Your Agents, or anyone else that you are affiliated with. (10) Remedy for Breach. If You breach any of these Terms and Conditions, in addition to any other available remedies, Luci may remove You from the Program immediately, withhold or recover any compensation for transactions not in compliance with these Terms and Conditions, and seek removal of any search terms registered or purchased in violation of these Terms and Conditions. (11) Amendment. Luci reserves the right to add, delete and/or modify any of the Terms and Conditions contained herein, at any time and in its sole discretion, by posting a change notice or new terms and conditions. In the event of a change to these Terms and Conditions, Luci shall provide Publisher with seven (7) days prior notice of any changes by posting a change notice. In the event of substantive changes to these Terms and Conditions, you may be notified by email. If any modification is unacceptable to you, your only recourse is to terminate your participation in the Program. Your continued participation in the Program following posting of a change notice or new terms and conditions will constitute binding acceptance of the changes. (12) Acceptance. By clicking on the “ACCEPT” link below, You are agreeing to be bound by these Terms and Conditions. If You do not understand or agree to all of these Terms and Conditions click the “CLOSE” button. ———————————— Luciano Smokes Publisher Service Agreement ———————————— This Publisher Service Agreement (“Agreement”) is made by and agreed to between Luciano Smokes Inc., a Delaware corporation, (“Luci”), and you (“You”). As an application service provider, Luci facilitates “Performance Marketing Programs” by providing services (“Network Service”) via the Internet. A “Performance Marketing Program” (“Program”) is where a person, entity, affiliate or its agent, operating “Web site(s)” (internet domain, or a portion of a domain) and/or other promotional methods to drive traffic to another’s Web site or Web site content (“Publisher”) may earn financial compensation (“Payouts”) for “Transactions” (actions by Visitors as defined by the Advertiser) referred by such Publisher via an action made by a “Visitor” (any person or entity that is not the Publisher or the Publisher’s agent) through an Internet connection (“Link”) to a Web site or Web site content operated by another person or entity (“Advertiser”) from an Advertiser authorized promotional method used by such Publisher. The Advertiser compensates the Publisher, in accordance with this Agreement and the Program Payout specifications. 1. Participation in Programs. (a) Acceptance by Advertiser. During this Agreement You may apply to Advertiser Programs for the opportunity to earn Payouts by promoting Advertisers in accordance with the Advertiser’s Program terms and complying with this Agreement. Upon approval by the Advertiser for acceptance into its Program, You may display (and remove) Links to Advertiser’s Web site or Web site content in accordance with the Advertiser’s Program terms and this Agreement. An Advertiser’s acceptance of You extends only to the entity, or individual, that enters into this Agreement with Luci. (b) Program Terms. The details of an Advertiser’s Program shall be available through the Network Service. Transactions qualifying for a Payout are defined by the Advertiser. Advertisers may change any Payout rate without notice through the Network Service. (c) Additional Terms. Publishers and Advertisers may enter into direct contractual relationships through the apply to join process in the form of a click-through agreement hosted by Luci (“Click-through Agreement”) or in the form of an offer made to You by Advertiser via the members’ area on the Network Service (“Offer”). It is Your obligation to review and accept or decline a Click-through Agreement or Offer when such is presented to You. If accepted by You, compliance with the Click-through Agreement or Offer is solely Your responsibility. The terms and conditions of the Click-through Agreement or Offer may supersede or conflict with this Agreement and shall apply only with respect to Your relationship with that particular Advertiser. (d) Prohibited Uses of Links. (i) Locations. You may not place Links to an Advertiser’s Web site or Web site content in third party newsgroups, message boards, blogs, unsolicited email and other types of spam, link farms, counters, chatrooms, or guestbooks in bad taste or containing illegal content. Publishers using IRC channels, instant messages or similar Internet resources must designate their program as special requiring manual review and acceptance by the Advertiser. (ii) Non-Bona Fide Transactions. You must promote Advertisers such that You do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the Visitor to Advertiser from the Link. You shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames. You may or may not be compensated for Transactions where You or Your agent are the Visitor. Multiple Leads from the same individual, entity or IP address may be considered non-bona fide Transactions. You shall not earn Payouts for non-bona fide Transactions. (iii) Infringement. None of Your promotional activities may infringe an Advertiser’s proprietary rights (including but not limited to trademark rights), Luci’s proprietary rights, or a third party’s proprietary rights. (e) Updating Links. If Links to Advertiser are not dynamically updated through the Network Service, upon notification You are obligated to update an Advertiser’s Links in order to earn Payouts. 2. Publisher Obligations to Luci. (a) Accurate, Up-to-Date Information. You agree to provide Luci and Advertiser with accurate information about You and Your promotional methods, and to maintain up-to-date “Account” information (such as contact information, Web sites used, etc.). In Your Account, You must accurately, clearly and completely describe all promotional methods by selecting the appropriate descriptions and providing additional information when necessary. Some promotional methods will be designated by the system as “special”. Special programs are linked to promotional methods and practices considered unique and require manual approval and acceptance by the Advertiser. Luci reserves the right to define any program as special. (b) Use of Links. You represent and warrant that all promotional means used by You will not contain objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities), and that You will not mislead others. You agree to: (i) use ethical and legal business practices, (ii) comply with the Advertisers’ Program terms and this Agreement, (iii) maintain a privacy policy on Your Web site and for any non-Web site based promotional method made available to Visitors, and (iv) designate Your Publisher Account as “special” if You promote an Advertiser(s) by any means other than displaying a Link to the Advertiser on Your Web site. Luci must approve all of Your promotional activities and may deem Your promotional activities inappropriate and a material breach of this Agreement in Luci’s sole discretion. Our network quality department reviews publisher conduct and any suspected fraudulent, abusive or otherwise illegal content or activity by You through Your promotional methods, or that is perpetrated through use of the Network Service, is grounds for immediate termination of this Agreement or deactivation of Your Account. (c) Promotional Methods. You represent and warrant that You will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/ or regulations that govern email marketing and/or communications. You represent and warrant that You will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop up/unders are acceptable on a first party basis only when triggered by Your site content /site visit or by downloadable software applications for which You are the owner/operator. Pop up/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results. Pop up/unders must honor the Luci Publisher Code of Conduct requirements (as such requirements may be modified from time to time), including but not limited to: (i) installation requirements, (ii) enduser agreement requirements, (iii) afsrc=1 requirements, (iv) requirements prohibiting usurpation of a Transaction that might otherwise result in a Payout to another Publisher (e.g. by purposefully detecting and forcing a subsequent click-through on a link of the same Advertiser) and (v) non-interference with competing advertiser/ publisher referrals. (d) Personally Identifiable Information of Visitors. You represent and warrant that You will not enable the Tracking Code to collect personally identifiable information of Visitors that would allow Luci to personally identify Visitors. (e) Privacy. You must conspicuously post Your privacy policy on Your Web site and otherwise make it available to all Visitors. Your privacy policy must comply with all laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose Your collection and use of Visitor information. You must fully and accurately disclose Your use of third party technology, including Luci’s tracking technology, use of cookies and options for discontinuing use of such cookies. (f) Applicable Codes and Code Maintenance. In order for Luci to record the tracking of Visitors’ Transactions resulting from clicks on Links to Advertisers promoted by You, You must include and maintain a Luci “Tracking Code” within the Advertiser’s Links. All Advertiser Links and all advertisements (“Ad Content”) must be in a Network Service compatible format. (g) Usage and Security of Account. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through Luci’s negligent or willful conduct or omission). You shall provide Luci with prompt written notification of any known or suspected unauthorized use of Your Account or breach of the security of Your Account. 3. Luci’s Services. (a) Tracking Transactions and Payouts. Luci shall determine (where possible) actual Payouts that should be credited to Your Account. Luci may, in Luci’s sole discretion, apply an estimated amount of Payouts, if: (i) You are referring Visitors to Advertiser as verified by clicks through Links to Advertiser with Luci Tracking Code, (ii) where there is an error in Advertiser’s transmission of Tracking Code data to Luci, and (iii) where Luci is able to utilize a historical analysis of Your promotion of Advertiser to determine an equitable amount of estimated Payouts. (b) Charge-backs. An Advertiser may apply, or Luci may apply, a debit to Your Account in an amount equal to a Payout previously credited to Your Account in circumstances of : (i) product returns; (ii) duplicate entry or other clear error; (iii) non-bona fide Transactions; (iv) non-receipt of payment from, or refund of payment to, the Visitor by the Advertiser; or (v) Publisher failure to comply with Advertiser’s Program terms or other agreement with Advertiser (“Charge-back”). Charge-backs may be applied to Your Account at any time, including previous payment cycles. (c) Access to Tracking and Reporting Tools. Luci shall provide You with access to tracking and reporting tools, and to support services. From time to time Luci may offer optional services for a fee. Fees for such optional services are at Luci’s then-current published rates or as may be quoted by Luci, and are payable in advance or may be off-set against Your positive Account balance (at Luci’s discretion). Tracking detail regarding Visitor Transactions is not available on a real-time basis for all Advertisers and there may be reporting delays regarding Transactions for some Advertisers. Luci may make available, for fees that Luci shall publish from time-to-time, enhanced reporting capabilities and other services that are not included in the standard Network Service. (d) Support. Support for your program is available on-line through the “Contact Us” area on the “MyLuci.com” and “Affiliate” webpage, which allows You to categorize and describe Your issue. Online help also allows You to check the status of all issues through the “Check Status” feature. Phone support may also be available during operating hours, except holidays. (e) Facilitating Payment of Payouts. Subject to other provisions in this Agreement, Luci shall credit Your Account with a Payout for each qualifying Transaction in accordance with the Advertiser’s Payout rate and Program terms for the relevant Transaction. On the specified day of each calendar month, Luci will issue to You any positive balance in Your Account for Transactions reported for the previous month, provided Your Account balance exceeds the required “Minimum Account Balance.” Luci shall have no obligation to make payment of any Payouts for which Luci has not received payment from the relevant Advertiser of all monies due to Luci (including for all Payouts owed by such Advertiser to all of such Advertiser’s Publishers). If Luci elects, in its own discretion, not to make payment to You for amounts not received from an Advertiser, those amounts shall not be included in the Minimum Balance Amount. Your recourse for any earned Payouts not paid to You shall be to make a claim against the relevant Advertiser(s), and Luci disclaims any and all liability for such payment. You may elect to receive payment in any of the currencies that Luci supports (as may be amended by Luci). The conversion rate shall be determined in accordance with Luci’s operating standards using the rates prevailing upon the date that payment is made to You, or upon the basis of historical conversion rates if rates are unavailable. The number or amount of Transactions, credits for Payouts, and debits for Charge-backs, as calculated by Luci, shall be final and binding on You. (f) Dormant Accounts. If Publisher’s Account has not been credited with a valid, compensable Transaction that has not been Charged-back during any rolling, six consecutive calendar month period (“Dormant Account”), a dormant account fee at Luci’s then-current rate shall be applied to Publisher’s Account each calendar month that Publisher’s Account remains an open yet Dormant Account or until Your Account balance reaches a zero balance, at which time the Account shall become deactivated. Transactions will not be counted if the Transaction subsequently becomes a Charge-back. (g) Negative Accounts. You may have a negative balance if Your Account is debited amounts equivalent to previous Payouts for Charge-backs and You do not have an adequate Account balance to cover the Charge-back amounts. When You have a negative balance, You must immediately remit payment to Luci in an amount sufficient to bring Your Account to a zero balance, or Your Account is subject to 1.5% interest per month, compounded monthly. 4. Proprietary Rights. (a) Linking to Advertisers. For each Advertiser’s Program that You have been accepted to, the Advertiser is granting to You the right to display and Link to the Advertiser’s Web site or Web site content in accordance with the Advertiser’s Program terms for the limited purposes of Promoting the Advertiser’s Program, subject to the terms and conditions of this Agreement. Your use of the Link signifies Your agreement to refrain from copying or modifying any icons, buttons, banners, graphics files or content contained in the Link, including but not limited to refraining from removing or altering any copyright or trademark notices. As between Luci and Publisher, Luci owns all rights in and to all information regarding the Visitors that You refer to Advertisers through Luci. (b) Luci’s Use of Your Marks. You authorize Luci to utilize Your trademarks, service marks, tradenames, and/or copyrighted material that You provide to Luci through Your Account to promote Your participation in the Network Services. (c) Your Use of Luci’s Proprietary Rights. You agree that Your use of any Luci Web site (such as www.Luci.com) and Your use of any Luci trademarks, service marks, tradenames, and/or URLs is subject to the license and terms of use that are available from such Web site (“Terms of Use”). You explicitly agree not to adopt or use in any manner any trademarks, service marks, tradenames, and/or URLs that are the same or confusingly similar to, or are combined with, those of Luci. (d) Retention of Rights. All proprietary rights of Advertisers, You, and Luci, and all goodwill arising as a result of such rights, inure to the benefit of such owner. (e) No Challenge to Luci’s/Advertiser’s Proprietary Rights. You acknowledge that You obtain no proprietary rights in Luci’s trademarks, service marks, tradenames, URLs, copyrighted material, patents, and patent applications, and agree not to challenge Luci’s proprietary rights. You acknowledge that You obtain no proprietary rights in Your Advertisers’ proprietary rights, and agree not to challenge such Advertiser’s proprietary rights. (f) Data Ownership. You understand that all personally identifiable information, if any, provided by Visitors through the Tracking Code or in response to an advertisement or request for information and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by Luci from such data is the sole and exclusive property of Advertiser and Luci and is considered Luci’s Confidential Information pursuant to this Agreement. Luci and/or its Advertisers, in their sole discretion, shall have the right to use, market and re-market any Visitors and/or data without further obligation to You. You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or Visitors, or any portion thereof, to any third-party. 5. Confidentiality. (a) Obligations. You or Luci may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential (“Confidential Information”). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to Luci any Confidential Information provided by Luci to You under this Agreement. (b) Provision of Info to Advertisers/Third Parties. You agree that Luci may, but is not obligated to, provide Your email address(es) and basic Publisher Account detail (including but not limited to Your address, phone and fax number, Web site name, the date the website or subscription email first entered into operation, and visitor demographics) to Advertisers. Luci may provide any and all Visitor, Transaction and/or Tracking Code data to the Advertiser to which You referred such Visitor, and to any third party in Luci’s sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement. 6. Term, Termination, Deactivation and Notices. (a) Term. This Agreement shall commence upon Your indication that You have accepted this Agreement by providing the required information and ‘clicking through’ the acceptance button on the Luci Web site and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party without notice. This Agreement may be terminated immediately upon notice for Your breach of this Agreement. Your Account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated based upon Your breach, You shall not be eligible to enter into a new click-through Publisher Service Agreement with Luci, and any attempt to do so shall be null and void. (b) Termination by Advertiser. An Advertiser may terminate You, one of Your Web sites, or Your ability to use a promotional method, from the Advertiser’s Program for any or no reason, without written notice. Additionally, Advertiser may terminate You from the Advertiser’s Program for breach of a third party’s proprietary rights, and/or diluting, tarnishing or blurring an Advertiser’s trademarks, tradenames, and/or service marks, or for Your material breach of the Advertiser’s Program terms or of this Agreement. (c) Termination or Deactivation by Luci. Luci may terminate You, one of Your Web sites, or Your use of a promotional method, from an Advertiser’s Program, at any time in Luci’s sole discretion. Breach of any Section of this Agreement is cause for immediate termination from an Advertiser’s Program and/or termination of this Agreement, and may result in Chargeback of one or more Payouts. Luci may temporarily deactivate or terminate Your Account if: (i) You or Your agent are responsible for the improper functioning of Ad Content, or if You otherwise interfere with and/or fail to maintain the Tracking Code; (ii) Your Account has not been logged into and/or there have been no Transactions credited to Your Account for any 30 day period; (iii) You maintain a negative balance in Your Account; (iv) Luci determines You are diluting, tarnishing or blurring Luci’s proprietary rights; (v) You begin proceedings to challenge Luci’s proprietary rights; or (vi) a third party (including a Luci Advertiser) disputes Your right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on Your Web site, or through any of Your promotional means. Upon termination of this Agreement, or in case of deactivation of Your Account, You shall no longer accrue Payouts in Your Account, including but not limited to subsequent sales and/or Leads for click-throughs that occurred prior to termination. (d) Termination of Programs and Offers. Programs and Offers may be discontinued at any time. (e) Notices. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (i) for Luci, via registered mail, return receipt requested or via an internationally recognized express mail carrier to Luciano Smokes Inc., Attn: Legal Dept., 7600 Kingston Pike Suite C41, Knoxville TN 37919, USA (effective upon actual receipt); and, (ii) for You, at the email or physical address listed on Your Account (effective upon sending as long as Luci does not receive an error message regarding delivery of the email) or five (5) days after mailing). (f) Post-termination. Upon termination of this Agreement, any outstanding payments shall be paid by Luci to You within 90 days of the termination date, and any outstanding debit balance shall be paid by You to Luci within 30 days of termination of this Agreement. All payments are subject to recovery for Charge-backs. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and You must immediately remove all Links to Advertiser(s). Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party’s rights under this Agreement that accrued prior to termination. 7. Representations, Warranties, Disclaimers and Limitations. (a) Business Operations. Each party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other or Your Advertisers liable for any of the consequences of such interruptions. Luci may modify the Network Service, or discontinue providing the Network Service, or any portion thereof, at any time. (b) Authority. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party’s behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT. (c) Non-infringement Warranties. You represent and warrant that: (i) You have all appropriate authority to operate, and to any and all content on, Your Web site(s); (ii) You have all appropriate authority in any promotional method you may choose to use; (iii) Your Web site(s) and Your promotional methods do not and will not infringe a third party’s, a Luci Advertiser’s, or Luci’s, proprietary rights; and (iv) You shall remain solely responsible for any and all Web sites owned and/or operated by You and all of Your promotional methods. Luci may or may not review all content on Your Web site or used by You in Your promotional methods. (d) Compliance with Laws. You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory, and warrant that no promotion method used by You or the content of Your Web site(s) will render Luci liable to any proceedings whatsoever. (e) Limitation of Liabilities. ANY OBLIGATION OR LIABILITY OF LUCI UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID TO YOU BY LUCI UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT LUCI SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER PUBLISHER OR AN ADVERTISER OF THE NETWORK SERVICE), 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. (f) Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LUCI DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT LUCI’S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (D) AGAINST INTERFERENCE WITH ENJOYMENT OF THE PUBLISHER’S INFORMATION OR WEB SITE. ALL ‘INFORMATION’ AND ‘COMPUTER PROGRAMS’ PROVIDED TO YOU 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 YOU. LUCI IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY ADVERTISER OR PUBLISHER, OR SUCH ADVERTISER OR PUBLISHER’S WEB SITE(S), AND/OR THE CONTENT OF AN ADVERTISER’S WEB SITE OR THAT AN ADVERTISER MAKES AVAILABLE THROUGH THE NETWORK SERVICE. (g) Remedies. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. (h) Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 7 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT. 8. Publisher’s Indemnification Obligations. Publisher shall defend, indemnify and hold Luci and Advertisers harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys’ fees) incurred, claimed or sustained by third parties, including but not limited to Advertisers, directly or indirectly as a result of (a) Publisher’s breach of or non-compliance with this Agreement, (b) Publisher’s violation of any law, or an alleged violation of law by Luci, that is a direct or indirect result of Publisher’s use of the Network Service, (c) Publisher’s use of the Network Service, (d) Publisher’s participation in any Program, (e) any content, goods or services offered, sold or otherwise made available by Publisher to any person, (f) Publisher’s acts or omissions in using, displaying or distributing any internet links obtained from the Network Service or elsewhere, including but not limited to Publisher’s use of internet links via email distribution, (g) any claim that Luci is obligated to pay tax obligations in connection with payment made to Publisher pursuant to this Agreement and/or any Advertiser’s Program, and (h) any violation or alleged violation by Publisher of any rights of another, including breach of a person’s or entity’s intellectual property rights (each (a)-(h) individually is referred to hereinafter as a “Claim”). Should any Claim give rise to a duty of indemnification under this Section 8, Luci shall promptly notify Publisher, and Luci shall be entitled, at its own expense, and upon reasonable notice to Publisher, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Publisher’s obligations to indemnify or hold Luci harmless. Publisher shall not settle any Claim without Lucis prior written consent. Publisher also shall indemnify for any reasonable attorneys’ fees or other costs incurred by an indemnified party in investigating or enforcing this Section 8. In the context of this Section 8 only, the term “Luci” shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors. 9. Miscellaneous. (a) Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph. (b) Third Party Disputes. In the event of a third party claim against either: (a) Luci’s intellectual property; or (b) against Luci’s right to offer any service or good on Luci’s Web site(s) or if, in Luci’s opinion, such a claim is likely, Luci shall have the right, at its sole option and in its sole discretion, to (i) secure the right at Luci’s expense to continue using the intellectual property or good or service; or (ii) at Luci’s expense replace or modify the same to make it non-infringing or without misappropriation. (c) Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. You agree that Your consent is not necessary to modify any Advertiser Service Agreement. (d) Choice of Law/Attorneys’ Fees. This Agreement is governed by the laws of the State of Tennessee (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in Knoxville, Tennessee. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs. Luci controls and operates its Web site from its offices in the USA and access or use where illegal is prohibited. (e) Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God. (f) Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver. (g) Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, Your consent shall not be required for assignment or transfer made by Luci (1) due to operation of law, or (2) to an entity that acquires substantially all of Luci’s stock, assets or business, or (3) to a related entity (e.g. parent or subsidiary of parent). Your use of the Network Service is irrefutable acknowledgement by You that You have read, understood and agreed to each and every term and provision of this Agreement. Luci may establish from time to time rules and regulations regarding use of the Network Service as published on the Network Service and incorporated herein. (h) Marketing. Publisher agrees that Luci may identify it as a Luci Publisher in client lists and may use Publisher’s name and/or logo solely for such purpose in its marketing materials. Any other uses of Publisher’s name and/or logo not otherwise described or contemplated herein shall require Publisher’s prior written consent. (i) Tax Status and Obligations. Luci is not obligated to and shall not provide You with tax and/or legal advice. Luci undertakes no duty to investigate or research Your tax status and/or obligations, and such research and investigation is solely Your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and Advertiser is responsible for its own sales tax collection and reporting obligations arising from sales made to Visitors. If Luci provides You with information regarding a particular Advertiser or Publisher, the information shall not be deemed tax or legal advice, and Luci shall not be responsible for the accuracy of such information. Any Publisher or Advertiser addresses provided to You are addresses provided by the relevant Advertiser or Publisher, and such addresses may not necessarily indicate the location or presence of the Publisher or Advertiser in such location or elsewhere. (j) Entire Agreement, Assignment and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a “click through” acknowledgment of assent. No interrelations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, Luci shall have the right to change, modify or amend (“Change”) this Agreement, in whole or in part, by posting a revised Agreement without notice. Your continued use of the Network Service after the effective date of such Change shall be deemed Your acceptance of the revised Agreement. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.

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