General Business Conditions for Merchants

Remittance of a signed and completed order/contract is effective as recognition of the General Business Condtions of the merchants. A detailed description and the content of the ADforStyle (AFS) services, that have been booked, can be consulted in the following General Business Condition (GBC). The agreed order is expressly part of the contract (Purchase Order).

Introduction/Description of the system

Adforstyle is a full service management for affiliation programs that works with an application service provider for technical support. The conditions of the technical service provider Commission Junction (CJ) are part of the General Business Conditions:

As an application service provider, CJ facilitates "Affiliate Marketing Programs" through provision of services ("Network Service") via the Internet. An "Affiliate Marketing Program" (or "Program") is where a person, entity, publisher or its agent operating one or more "Web site(s)" (domain or portion of a domain within the Internet) and/or subscription e-mail list(s) ("Publisher") may earn financial compensation ("Payouts") for "Transactions" (”Sale(s)” and/or "Leads") made from such Publisher's Web site or subscription e-mails through a click made by a "Visitor" (generally any person or entity that is not the Publisher or the Publisher’s agent) on an Internet connection ("Link") to a Web site or Web site content operated by another person or entity ("Advertiser"). The Advertiser compensates the Publisher, in accordance with this Agreement and the Program specifications.

For the purposes of this Agreement, all references to “business days” shall be references to a day (other than a Saturday or a Sunday or public holiday in Germany) on which clearing banks are open for business in Germany.

1. Relationship AFS-Advertiser

AFS shall not be under any obligation, and in practice, may not review the content on Your Web site. You remain solely responsible for Your Web site content. CJ shall not be, under any circumstances, responsible for the practices of any Publisher or Advertiser or such Publisher or Advertiser’s Web site(s), and/or the content of Publishers’ subscription e-mails and/or the content that an Advertiser makes available through the Network Service.

2. Terminating Publishers from Your Program

It is possible to terminate an approved Publisher, one of its Sub-Publishers, or one of that Publisher's (or Sub-Publisher's) Websites or subscription e-mail lists from Your Program upon 7 business days’ written notice sent to an AFS-account with effect from the 8th business day from such notice ("Publisher Termination for Convenience"). You may terminate a Publisher with less than 7 business days’ written notice if You are terminating the Publisher/Sub-Publisher upon notification for breach of the material provisions of the Publisher’s Publisher Service Agreement or Your Program terms ("Publisher Termination for Material Breach").

AFS shall process any termination requests received during normal business hours in Germany within 24 hours and those received out of normal business operating hours shall be processed within 24 hours of the next business day. AFS is not responsible for Publishers’ compliance with Your termination requests. AFS and CJ may terminate a Publisher from Your Program their sole discretion.

3.1 Fees

In consideration for payment of the fees in Purchase Order and compliance with this Agreement, AFS shall provide You with the services listed in Section 3.2. Advertisers shall pay AFS an initial Deposit (defined below) per Program that must be kept as a balance in your account and will be used to pay future Transaction Fees, which also includes CJ and AFS commissions and Publishers Payouts. After the first month you will be invoiced for Network Access Fees, and the greater of the Minimum Monthly Fees or actual Transaction Fees.

3.2 Services Description
3.2.1 AFS General and Initial Services

AFS will provide the following services:

Program Set Up
Ad Management (which includes: banner upload, set up, update, controlling)
Product Feed: consulting for technical requirements, check up and upload
Publisher management: search, recruitment, offer management, approval, termination
Reporting

CJ, as technological partner of AFS, will also provide you with following services:

tracking services
reporting capability
payment of Payouts to Your Publishers upon receipt from You of funds for such Payouts;
U.S. tax form processing and mailing to Your Publishers (including Form 1099), where requested;
ad serving for all commercially standard Links for product images, banners, buttons and text Links (with no reduction in fees if You elect to serve Your Links Yourself or if Your Links are served by Your Publishers or a CJ authorised provider).

3.2.2 Diversity of Tracking Technology

AFS Advertisers are provided by CJ Access with integration alternatives such as modified pixel tracking technology, data transfer tracking for interim processing by Advertiser, and rapid integration with standard pixel tracking technology. Alternatively, at CJ’s sole discretion, Advertiser may utilise the “scheduled data transfer” method of tracking in addition to embedding a pixel image (for auditing purposes) that automates the reporting of Transactions to CJ. “Scheduled Data Transfer" means that You are recording Transactions on Your servers and then reporting the Transaction data to CJ. If You were approved and if you utilise the Scheduled Data Transfer method, You agree to report data Transactions to CJ on a daily basis in accordance with the formatting, security, and transfer requirements as directed by CJ. In no event shall data be transferred later than 3 business days after the transaction. CJ may require You to utilise pixel tracking at its discretion. Transactions reported through Scheduled Data Transfer shall be subject to the Chargeback procedures specified in Section 3.6.

3.3 Ad Serving/Tracking Code Maintenance

You agree to comply with CJ’s tracking code integration and maintenance requirements as notified to You by CJ from time to time. Your Links and all advertisements contained in Your Links ("Ad Content") must be in a Network Service compatible format, as such format may be established by CJ from time to time. If You have any non-standard Ad Content or format, these must be served by You, Your Publishers or a CJ authorised provider.

If the tracking code is not recording tracking data properly on the Network Service and You are receiving Visitor traffic but Transactions are not being recorded, or if You are using an alternative tracking method to pixel image tracking and You fail to timely comply with Your reporting obligations, AFS and CJ shall calculate Payouts, and debit Your Deposit for such Payouts ("Estimated Payouts") based upon an historical analysis of Your Account as applied to an historical analysis of Your Publishers’ promotion of You. Transaction Fees shall be applied to such Estimated Payouts and an additional service fee shall be payable to AFS equal to 20% times the Estimated Payouts, with a €[50] Euro minimum, by way of a genuine pre-estimate of the additional cost involved for AFS and CJ to make such calculations. If there is not enough performance data for Your Account to make such analyses, AFS and CJ shall calculate Estimated Payouts based upon a performance average across the Network Service for all Advertisers for the period under review. A balancing of the amounts owed or owing can be demanded by AFS and CJ once the tracking code is recording tracking data properly on the Network Service.

3.4 Payouts/Payout Rates

You agree that AFS establishes in your behalf a Payout rate for a qualifying Transaction for each of Your Campaigns. Your Deposit will be debited with each Transaction fee in accordance with the Purchase Order rate. For each such Visitor action directly resulting from each of Your Publisher’s Websites or within a subscription e-mail Linking to Your Website. Unless expressly excluded, all Transactions are eligible for a Payout.

3.5 Payment

AFS shall establish and maintain, on Your behalf, a payment account (“Deposit ”) from which CJ shall, in accordance with the terms and conditions hereof, disburse to Publishers, on Your behalf, the Payouts due to each of Your Publishers pursuant to Your Program and the Publisher Service Agreement with such Publisher. You shall be responsible for funding the Deposit in accordance with the terms hereof. AFS shall use the funds contained in the Deposit for Payouts to Your Publishers in accordance with the terms of Your Program and solely for payment of Transaction Fees for CJ and AFS, and for no other purpose. AFS shall invoice You on or about the 1st business day of each month for the previous month’s Transactions (Transaction Fee). You shall pay AFS the invoiced amount(s) no later than the 5th business day of that same month in order to guarantee Publisher payouts on the 15th business day of that month. If AFS does not receive payment by the 10th business day, in accordance with the preceding sentence, AFS may withhold payment to Your Publishers for the prior month’s Transactions. Should You not receive the invoice on or about the 1st business day of the month, You shall contact CJ to discuss options, including immediate transmission of an invoice at that time and modification of the payment schedule, as is necessary. In the event that You overpay the amount due and payable to AFS in any given month (due to Chargebacks or Publisher Payout Extensions), the excess payment amount shall be credited to Your Deposit. You may make payments hereunder via cheque or wire transfer. When payment is made by cheque, Your Account will not reflect payment until the cheque has cleared and cash has been transferred to AFS's bank account. You and AFS may, by mutual agreement, establish direct deduction from Your bank account via "ACH" (Automated Clearing House) for payments hereunder. Your Account will not accrue interest. If Your Account has a negative balance for any period of 45 business days or more, Your Account is subject to 1.5% interest per month, compounded monthly. Your Account aggregates Your earnings (if any) as a Publisher. AFS may apply amounts earned by You, even in a separate account and whether as a Publisher or partner (if applicable), towards amounts owed by You as an Advertiser. Your Program may be deactivated without notice for non-payment.

AFS and CJ are under no obligation to make payment to Your Publishers of Payouts unless You have paid AFS at the time that payment to all of Your Publishers is due. Your Publishers shall have the right to make a claim against You directly for non-payment of earned but unpaid Payouts that are unpaid because of insufficient funds. The number or amount of Transactions and clicks, credits for Payouts, and the charges for "Chargebacks" (as defined in Section 3.6), as calculated by AFS and CJ shall be final and binding on You.

All payments shall be made in euro. Your Deposit balance shall appear in euro although a courtesy calculation of foreign currency conversion is enabled through the Network Service. When enabled, the foreign currency conversion shall be provided as a convenience and is an estimate only. The conversion rate shall be determined in accordance with CJ's and CJ's vendor's operating standards using the rates prevailing upon the date that payment is made to Your Publisher(s), or upon the basis of historical conversion rates if rates are unavailable at such time. When available, non-Euro based Advertisers from certain countries shall have the opportunity to establish Payout rates in local currency. Any questions (including disputes) regarding Payouts and/or payment should be directed to AFS. Client services shall use its reasonable endeavours to use internal resources, such as finance, legal, and senior management, as necessary to answer Your questions.

3.6 Chargebacks
A “Chargeback” means that the Transaction is not eligible for a Payout, only in the following circumstances:

product return; duplicate entry or other clear error;
Publisher’s failure to comply with Your Program terms or breach of the Publisher Service Agreement with respect to such Publisher’s participation in Your Program; or,
with respect to a Sale, non-receipt of payment from, or refund of payment to, the Visitor by You.

New, Extended and Corrected Transactions must be processed by You, either through the sales report provided by the AFS Account Manager or through a scheduled data transfer (in accordance with ’s processes and procedures) by the 10th of the month for Transactions that occurred the prior month. Failure to process a Transaction’s status by the 10th of the month results in a Locked Transaction status. Payment of the Payout and Transaction Fees associated with that Transaction must then be authorized by You. “Corrected” means that You have reviewed the Transaction and that You represent and warrant that the Transaction qualifies as a “Chargeback”. New Transaction statuses may be changed to Extended status by You only in circumstances where:

You are verifying a Lead (for Lead actions); or
You have a product return policy or offer that allows the Visitor to return the product during the “Chargeback Period” (but not beyond). “Chargeback Period” means the period of time between the date that a Sale occurred (for Sale actions) or that the Lead was completed (for Lead actions) and the 10th business day of the following month or the period defined by You in writing as the custom lifecycle in Your Program. If the Transaction is Extended, the Chargeback Period is extended through the 10th business day of the second month after the date of the Transaction. If you elect to customise the lifecycle in Your Program, You cannot Extend a Transaction.

3.7. Order Inquiry Manager
The Order Inquiry Manager shall mean the file(s) sent by CJ to AFS via Scheduled Data Transfer for Transactions by Publishers in Advertiser’s Program that have not posted to the CJ Account Manager User interface through:

pixel tracking technology;
modified pixel tracking technology;
data transfer tracking for interim processing by Advertiser; and/or
Scheduled Data Transfer.

Will be forwarded to the Advertiser. Advertiser must Approve or Correct Transactions within three (3) calendar weeks of receipt of the Order Inquiry Manager and send such Transactions to AFS via Scheduled Data Transfer. AFS will send the Order Inquiry Manager to CJ. Transactions will be locked and the corresponding Payout processed in the next payment cycle once such Transactions are either Approved by Advertiser or if Advertiser fails to Approve or Correct the Transactions within three (3) weeks of receipt of the Order Inquiry Manager. For the purposes of this section, ‘Approve’ shall mean that Advertiser has reviewed and confirmed that the relevant Transactions are eligible for Payout.

4.1 Proprietary Rights and Licenses

You grant to AFS and CJ a revocable, non-transferable, royalty-free, worldwide licence to display on and distribute from AFS and CJ's Website Links to Your Website for Your Program(s), and all trademarks, service marks, trade names, and/or copyrighted material or other intellectual property rights of any description ("Content") that You provide to AFS and to CJ through the Network Service for the limited purposes of promoting Your Program to Publishers and potential Publishers, subject to the terms and conditions of this GBC and the Publisher's Publisher Service Agreement. The rights to display and Link to Your Website are sub-licensable by AFS and CJ to Your Publishers. AFS and CJ shall not otherwise copy or modify any icons, buttons, banners, graphics files, or Content that You have made available through the Network Service pursuant to the foregoing licence, except as necessary to conform Your Links to a CJ compatible format. You agree that Your use of any AFS and CJ Website (such as www.cj.com or www.adforstyle-performance.com), and Your use of any AFS and CJ logos, trademarks or Links is subject to the licence and terms of use that are available from such Website ("Terms of Use"). You represent and warrant that You have all appropriate authority and rights to use all trademarks, logos, service marks, trade names, and/or content displayed on Your Website or otherwise utilised hereunder.

4.2 Terminating Licenses

When AFS terminates any Publisher’s participation in Your Program, the Publisher’s sub-licence to Your Content terminates immediately. AFS may terminate a Publisher’s participation in Your Program immediately if You have reasonable concerns that the sub-licensee/licensee is diluting, tarnishing or blurring the value of Your trademarks, service marks, and/or trade names, and/or breach of Your other intellectual property rights. These GBC may be terminated in whole or part by either party if such party has reasonable concerns that the other party is diluting, tarnishing or blurring the value of such party’s trademarks, service marks, and/or trade names, and/or for breach of such party’s other intellectual property rights.

5.1 Confidentiality

You or AFS (and indirectly CJ) 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 ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case 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 that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of these GBC or any other agreement, without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of these GBC.

5.2 Collection and Use of Transaction Data

CJ collects anonymous demographic and transactional information of end users as well as aggregated performance statistics to enable it to improve the capabilities and efficiencies of programs. Advertiser shall not provide and CJ shall not maintain any personally identifiable information of Visitors. You warrant that You are in compliance with the Data Protection Acts 1988 – 2003 and Directive 95/46/EU, and any other EU Regulations, Directives, Decisions or Guidelines on data protection or data privacy (including the Electronic Communications Regulations 2003 (SI 535/2003) and the Directive on privacy and electronic communications 2002/58/EC) and guidance issued by the Data Protection Commissioner, and agree that You are the "data controller" of any "personal data," as both terms are defined by the Data Protection Act 1988. You agree that CJ may process such data on your behalf.

6.1 Notices

Except as provided elsewhere herein, both parties must send all notices relating to the GBC in writing via overnight mail or facsimile: (a) Claudia Wünsch Communication GmbH, Mehringdamm 70, 10961 Berlin: Fax: +49 (0)30 695 313 80 and... (b) for You, at the address or facsimile number listed on Purchase Order. Notices shall be effective upon a facsimile confirmation, the notified party’s actual receipt (or refusal to accept to receipt, if applicable), or five (5) business days after the date of mailing.

6.2 Term and Termination
6.2.1 Term
These GBC shall commence upon the date of Your click-through acceptance, and shall be in effect on a per Program basis through twelve (12) months following the date (known as the "Live Activation Date") for such Program in which

You have properly installed the CJ tracking code within Your Links,
such Links to Your Web site or Web site content are accessible to Your Publishers through the Network Service, and
You have paid to AFS the Initial Payment (Deposit) for the Program

6.2.2 Termination for Cause

Either party may terminate this Contract if the other party breaches these GBC and fails to cure such breach within 30 business days of receipt of written notice from the non-breaching party of the existence and nature of the breach or upon giving 30 business days’ written notice in accordance with a failure by Parties to agree to Change requested by AFS as defined in Section 9.5. Notwithstanding the preceding, AFS may terminate the Contract immediately upon notice should You engage in illegal activity of any type.

Notwithstanding the foregoing, AFS and CJ may:

immediately deactivate Your Program(s) without notice if You breach Sections 1, 3.5, and 4 or engage in illegal activity of any type,
deactivate Your Programs(s) upon 7 business days’ notice if You breach Section 3.3 (Ad Serving; Tracking Code Maintenance), and
deactivate Your Program(s) for any other breach of this Agreement upon Your failure to cure such breach within 7 business days of receipt of written notice from CJ of the existence and nature of the breach. If this Contract is terminated for Your breach, You shall not be eligible to enter into a new click-through advertiser service agreement with AFS and CJ, and any attempt to do so shall be null and void unless AFS and CJ, at their sole discretion, determines otherwise and confirms such decision in writing to you.

6.2.3 Renewal Terms

After the initial Term, this Contract shall automatically renew for additional twelve (12) month terms (“Renewal Term”) unless either party provides the other with ninety (90) business days’ notice of termination prior to the end of an Initial or Renewal Term.

6.2.4 Effect of Termination

Upon termination of this Agreement, You shall pay to AFS any outstanding debit balance within 10 business days of the date of termination. In no event shall outstanding payments be made to Publishers unless and until AFS receives payment from You. Upon reconciliation of Your Deposit, AFS shall pay You any outstanding credit balance after the conclusion of the last Chargeback Period. Upon termination of this contract, any licence or sub-licence granted to You or by You under this Agreement will terminate, and the licensee/sub-licensee shall immediately destroy or delete all physical and electronic copies of the Confidential Information, and cause all Links to AFS and CJ to be removed. AFS and CJ shall (a) inform Your Publishers that Your Program(s) has ended (if terminated) or has been temporarily discontinued (in the case of temporary deactivation), (b) stop distributing Links to Your Website, and (c) request (or suggest, in circumstances of deactivation) that all Links placed by Your Publishers to Your Website be removed from such Publishers' Websites and/or subscription e-mail.

6.3 Survival

The provisions of this Section 6, 3.5, 3.6 (to the extent that Chargebacks that occur post-termination are subject to the same terms and conditions as those that occur during the term of this Agreement), 5, 6.1, 6.2, 7.1, 8, 9.2, 9.5, and 9.6 shall survive the termination of this contract, subject to the restrictions outlined in Section 7.1.

7.1 Limitation of Liabilities

WITH THE EXCEPTION OF THE EXCLUSIONS IDENTIFIED IN SECTION 7.3, ANY LIABILITY OF A PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF ALL FEES PAID AND PAYABLE BY YOU TO AFS, AND INTEREST PAID AND PAYABLE BY YOU TO AFS FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. 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. WITH THE EXCEPTION OF EACH PARTY’S INDEMNIFICATION OBLIGATIONS AND EXCLUSIONS IDENTIFIED IN SECTION 7.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY A PUBLISHER OR 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.

7.2 Disclaimer of Warranties

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AFS and CJ DISCLAIM 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 CJ'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. AFS AND CJ ARE, 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.

7.3 No Disclaimer for Death or Personal Injury

Nothing in this Contract limits or excludes either party's liability for fraud or for negligence causing death or personal injury.

8. Indemnification

Each party ("Indemnitor") shall defend, indemnify and hold the other party ("Indemnitee") harmless against all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, costs related to in-house counsel time, court costs and witness fees) (collectively “Losses”) attributable to or related to the Indemnitor's breach of this Agreement ("Claim"). Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then the Indemnitee shall promptly notify the Indemnitor; provided that failure to give such prompt notice will not relieve the Indemnifying Party of its obligations under this Section 8, except to the extent of losses that would have been avoided had such notice been given. Indemnitee, at its own expense, may assist in the defence if it so chooses, provided that the Indemnifying Party shall control such defence and all negotiations relative to the settlement of any Claim and further provided that any settlement intended to bind the Indemnitee shall not be final without the Indemnitee’s express consent, which shall not be unreasonably withheld or delayed. The Indemnitee will fully cooperate with Indemnifying Party to enable the Indemnifying Party to fulfil its obligations hereunder with respect to any Claim. Participation in the defence shall not waive or reduce any obligations of the Indemnitor to indemnify or hold Indemnitee harmless.

9.1 Relationships of Parties/Third Party Rights

The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint ventures 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 Publisher Service Agreement.

9.2 Choice of Law/Attorneys Fees.

This Contract is governed by the laws of Germany. The exclusive forum for any actions related to this Contract shall be in the Courts in Berlin, Germany and the Parties consent to such venue and jurisdiction. 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.

9.3 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, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

9.4 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 Contract shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the Parties’ stated intentions. The waiver of any breach of any provision 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.

9.5 Entire Agreement, Assignment and Amendment

This Contract contains the entire understanding and agreement of the parties. You may not modify or amend ("Change") or assign this Contract without AFS`s written consent. AFS shall have the right to Change or assign these GBC, in whole or in part (including without limitation the fees, charges and monthly minimums payable hereunder), by i. notifying You of such Change, by email, at least thirty (30) business days’ prior to the Effective Date of such Change; provided, however, that either party shall have the right to terminate this Agreement within the thirty day period in the event that You do not agree to such Change; and ii. by notifying you of such assignment.

9.6 Marketing

Advertiser agrees that AFS may identify it as a AFS Advertiser in client lists and other marketing materials, and that AFS may issue an Advertiser-approved press release announcing the establishment of the relationship between the companies. Any other uses of Advertiser’s name and/or logo shall require Advertiser’s prior written consent.

9.7 Solicitation of Publishers

During the Term of these GBC, any renewal Terms, and for 6 months thereafter, You shall not knowingly solicit any Publisher, website, or e-mail provider that is obtained through the Services provided by CJ and AFS under this Contract, nor shall You transfer any Publisher obtained through the Services provided by CJ under this Agreement to any third party provider or any in-house program substantially similar to the Services being provided by CJ hereunder, and You shall not encourage any such Publisher to so transfer. In the event You do directly solicit or cause to be transferred any affiliate, You shall pay AFS and CJ what AFS and CJ would have otherwise earned had You not violated this provision. Except as expressly set forth above, nothing herein shall be deemed to restrict Advertiser from entering into independent strategic partnerships or other agreements with Publishers, or to prohibit Advertiser from advertising, merchandising or promoting its products or services.

10. Third Party Disputes
In the event of a third party claim against either:

AFS and CJ’s intellectual property; or
Against AFS and CJ’s right to offer any service or good on CJ’s Web site(s) or if, in AFS and CJ’s opinion, such a claim is likely, AFS and CJ shall have the right, at their sole option and in their sole discretion, to
1. secure the right at AFS and CJ’s expense to continue using the intellectual property or good or service; or
2. at AFS and CJ’s expense replace or modify the same to make it non-infringing or without misappropriation, provided that any such replacement or modification will have similar operating capabilities and functionalities of the allegedly infringing services and deliverables provided hereunder.

Your use of the Management and Network Service is irrefutable acknowledgement by You that You have read, understood and agreed to each and every term and provision of these GBC. AFS may establish from time to time rules and regulations regarding use of the Management and the Network Service as published on the Network Service and such rules and regulations are incorporated herein. IN WITNESS WHEREOF, each party has authorized the following individual (respectively) to execute this GBC as of the date written below.