PUBLISHERS AGREEMENT

THIS PUBLISHERS AGREEMENT (the "Agreement"), together with any and all applicable Acceptable Use Policies ("AUP"), entered into by and between Cutting Edge Media, Inc., a Pennsylvania corporation, its affiliates and subsidiaries including, but not limited to, CuttingEdgeOffers.com (collectively "Cutting Edge Offers") and Publisher, sets forth the terms and conditions which shall govern the relationship between Cutting Edge Offers and Publisher.  Publisher and Cutting Edge Offers may be referred to herein individually as a "Party" and collectively as the "Parties."

Background

WHEREAS, Cutting Edge Offers and its Advertisers provide opportunities for Publisher to participate in advertising campaigns through which Publisher may earn Bounties; 

WHEREAS, Publisher desires to participate in advertising campaigns and use the Services offered by Cutting Edge Offers and its Advertisers in order to earn Bounties; and

WHEREAS, this Agreement and any and all Program Terms shall be made available on the Site.

NOW THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound hereby, agree to the following:

Terms and Conditions
  1. Definitions.

    2. "Action" shall mean any transaction specified by Cutting Edge Offers as a transaction through which Publisher may earn Bounties, including but not limited to, clicks, click-throughs, sales, registrations, impressions and leads.

    "Advertiser" shall mean any third party advertiser that provides services to Publisher on behalf of or in connection with Cutting Edge Offers.

    "Bounty" or "Bounties" shall mean any payment opportunity earned by Publisher through participation in various advertising campaigns offered by Cutting Edge Offers or Advertisers.

    "Chargeback" shall mean the reversal of a prior outbound transfer of monies in connection with a Bounty from Publisher’s account as a result of Publisher’s failure to comply with this Agreement or applicable Program Terms.

    "Creatives" shall mean any offer or associated creatives available on the Site in connection with the Programs

    "Confidential Information" shall mean any information disclosed to Publisher by Cutting Edge Offers, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that Publisher can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure to Publisher by Cutting Edge Offers; (b) becomes publicly known and made generally available after disclosure to Publisher by Cutting Edge Offers other than through Publisher’s action or inaction; and/or (c) is in Publisher’s possession, without confidentiality restrictions, at the time of disclosure by Cutting Edge Offers as shown by Publisher’s files and records prior to the time of disclosure. "Customer Information" shall mean any and all information submitted by end-user customers in connection with a Program.

    "Intellectual Property Content" shall mean the Creatives, and any and all associated trademarks, service marks, tradenames and/or copyrighted material provided or owned by Cutting Edge Offers or Advertisers.

    "Privacy Policy" shall mean a policy conspicuously linked from Publisher’s Website, containing explicit language indicating its presence, disclosing the Publisher’s privacy practices, collection and use of any information Publisher collects, provides or may provide to Cutting Edge Offers and to any Advertiser or other websites or persons with which Publisher has an arrangement relating thereto.

    "Program" shall mean any advertising campaign offered through the Site by Cutting Edge Offers or Advertisers.

    "Program Terms" shall mean the terms and conditions of any and all Programs.

    "Program Data" shall mean any and all data relating to Programs compiled by Cutting Edge Offers including, but not limited to, numbers and calculations regarding Actions and associated Bounties.

    "Publisher" shall mean any individual, company or entity and, without limitation, any parent entities, owners, subsidiaries, publishers, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same, registered with Cutting Edge Offers to use the Services.

    "Publisher Email" shall mean any email sent by Publisher to those email addresses listed in Publisher’s distribution list, database and/or any other database affiliated with, owned, operated and/or controlled by the Publisher.

    "Publisher’s Email List" shall mean any email list owned or managed solely by Publisher.

    "Publisher’s Website" shall mean any website published with, owned, operated and/or controlled by Publisher.

    "Services" shall mean the advertising services, products and any other services offered through the Site.

    "Site" shall mean the website located at www.CuttingEdgeOffers.com and its affiliated sites.

    "Sub-Publisher" shall mean any of Publisher’s business partners or associates that participate in or perform any activities on behalf of Publisher.

    "Tags" shall mean site integration tags and tracking pixels.


  2. Cutting Edge Offers.

    1. Publisher agrees to use the Site and Services in accordance with this Agreement. Cutting Edge Offers reserves the right to make changes to the Site, Services and this Agreement at any time and without prior notice to Publisher. Publisher’s continued use of the Site and/or the Services after any such modification of the Agreement shall constitute Publisher’s consent to such modification. Publisher should regularly check the Site for updates and/or changes. If Publisher does not agree to the Agreement in its entirety, Publisher is not authorized to: (a) register as a Publisher; (b) use the Services; or (c) use the Site, in any manner or form whatsoever.

    2. Publisher acknowledges and agrees that on occasion the Services and/or Cutting Edge Offers may be inaccessible, unavailable or inoperable for any reason, including, but not limited to, the following:

      1. equipment malfunctions;

      2. periodic maintenance procedures or repairs; or

      3. causes which are beyond the control of Cutting Edge Offers or not reasonably foreseeable by Cutting Edge Offers including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. Cutting Edge Offers will attempt to provide the Services on a continuous basis. Publisher acknowledges and agrees that Cutting Edge Offers does not control availability of the Services and Cutting Edge Offers, and the terms of this Agreement are subject to Cutting Edge Offers’s hardware, software, and bandwidth traffic limitations. Publisher also acknowledges and agrees that Cutting Edge Offers’s failure to deliver the Services, Creatives, or other services, because of technical difficulties does not represent a failure to meet any obligations under this Agreement.


  3. Use of Site, Services and Creatives.

    1. Publisher shall not use the Site or the Services in connection with any website, email or other marketing channel unless it has obtained prior written/electronic approval from Cutting Edge Offers. Cutting Edge Offers, in its sole discretion, reserves the right to withhold, refuse or withdraw approval of any website, email distribution list and/or marketing channel for any reason.

    2. Approved Publishers may download the Creatives for the following uses:

      1. publication on Publisher’s Website;

      2. distribution in Publisher’s Emails;

      3. other marketing channels pre-approved by Cutting Edge Offers.

    3. Publisher shall not alter, modify or otherwise change the Creatives, or any Creatives-related feature, obtained in connection with any Program in any manner whatsoever, without Cutting Edge Offers’s prior express written consent.

    4. Unless otherwise specified in the applicable Program Terms or by Cutting Edge Offers, and subject to the restrictions herein, the positioning, placement, frequency and other editorial decisions related to Publisher’s use of Creatives shall be made by Publisher. Notwithstanding the foregoing, Publisher shall comply, immediately, with any and all requests by Cutting Edge Offers to modify, alter, remove or otherwise change the positioning, placement, frequency and other editorial decisions related to the Creatives made by Publisher. Publisher shall not run any deactivated Creatives after the Advertiser has made available replacement Creatives for the applicable Program.

    5. PUBLISHER AGREES TO REVIEW THE AVAILABILITY OF CREATIVES THAT IT HAS PLACED WITHIN ITS MEDIA ON A DAILY BASIS. IT IS THE PUBLISHER’S SOLE RESPONSIBILITY TO CHANGE CREATIVES WITHIN ITS MEDIA WHEN A CREATIVE IS DEACTIVATED BY CUTTING EDGE OFFERS. CUTTING EDGE OFFERS ASSUMES NO RESPONSIBILITY TO NOTIFY PUBLISHER WHEN A SPECIFIC CREATIVE IS NO LONGER AVAILABLE THROUGH CUTTING EDGE OFFERS.

    6. Tags included or otherwise incorporated into the Creatives may not be altered by Publisher under any circumstances. Altering, removing or disabling Tags may affect Publisher’s eligibility for payment of Bounties and is grounds for immediate termination of this Agreement, with or without notice.


  4. Bounties.

    5. Cutting Edge Offers shall specify the amount and terms under which Publisher may earn Bounties. Bounties are generated by Publisher’s Actions. The Action associated with each Program shall be set forth in the applicable Program Terms and, unless otherwise specified, such definition shall only apply with respect to that Program.


  5. Programs.

    1. If Publisher accepts a Program, Publisher agrees to place that Program’s Creatives on the Publisher’s Website and/or in the Publisher’s Emails, in accordance with the Agreement and Program Terms. Cutting Edge Offers may, at its sole discretion, change a Program at any time, upon notice to Publisher, unless otherwise specified in the Program Terms. Similarly, Publisher may cease participation in a previously accepted Program at any time, unless otherwise specified in the Program Terms.

    2. Cutting Edge Offers shall display on the Site and administer all active Programs and data tracking associated with Bounties and Actions. Program data compiled by Cutting Edge Offers will be calculated by Cutting Edge Offers through the use of industry standard tracking technology and shall be final and binding on Publisher. Disputes regarding Program Data must be submitted by Publisher in writing within fourteen (14) days of its initial appearance in the tracking system, otherwise the Program Data will be deemed accurate and accepted by Publisher.



  6. Sub-Publishers.

    1. Publisher may desire to use Sub-Publishers to fulfill its obligations or exercise its rights under a particular Program. Cutting Edge Offers reserves the right to review and approve or reject any and all Sub-Publishers and may revoke a prior approval of any Sub-Publisher at any time and for any reason. Sub-Publishers must meet the same criteria for approval as Publisher, and are subject to all terms and conditions set forth in this Agreement. Once express approval of a Sub-Publisher has been granted by Cutting Edge Offers, notice to the Publisher shall be deemed notice to that Publisher’s approved Sub-Publisher. Cutting Edge Offers may, at its sole discretion, terminate a Publisher at any time based on the actions of any of its Sub-Publishers. Publisher agrees that Cutting Edge Offers is under no obligation to pay any Sub-Publisher. Cutting Edge Offers further reserves the right to withhold or refuse payment to any Publisher in the event that any Sub-Publishers breach this Agreement.

    2. Publisher shall fully and unconditionally indemnify and hold harmless Cutting Edge Offers for any and all actions of any Sub-Publisher, including attorneys’ fees and costs.


  7. Email Programs; Suppression Lists.

    8. Where use of email marketing is authorized by Cutting Edge Offers or the applicable Program Terms, the following terms shall apply:

    1. Any and all email based Creatives transmitted, as well as any and all email addresses supplied by Publisher:

      1. shall comply with all applicable federal and state laws including, but not limited to, the CAN-SPAM Act of 2003, as amended ("CAN-SPAM"), and any and all Federal Trade Commission implementing regulations;

      2. shall not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; and

      3. (iii) shall not result in any consumer fraud, product liability or breach of contract to which Publisher is a party or cause injury to any third party.

    2. Publisher shall cause a valid physical postal address for Publisher or the applicable Advertiser, as required by applicable law, to appear in all email Creatives, along with a functioning unsubscribe link (such unsubscribe link must remain active for at least thirty (30) days after email delivery). Cutting Edge Offers reserves the right to add such address(es) should Publisher fail to include same, but Cutting Edge Offers shall not be responsible for including such address(es) where Publisher fails to do so.

    3. Cutting Edge Offers may make available, through a designated FTP site, a suppression list (and associated login information), updated on a regular basis, generated from email Programs transmitted by or through Cutting Edge Offers for Publisher’s use in connection with applicable Programs. Publisher shall upload its own email suppression list to the designated FTP site, if such a site is provided by Cutting Edge Offers. If Cutting Edge Offers provides a designated FTP site and no email suppression list is supplied by Publisher, Cutting Edge Offers may conclude that no such list exists. The suppression list and login provided by Cutting Edge Offers are Confidential Information. Suppression lists may not be used by Publisher for any purpose other than to comply with applicable laws regulating email transmission. Publisher agrees to process any unsubscribe requests within five (5) days of being posted to the designated FTP site.


  8. Publisher Email Lists.

    1. All Publisher Emails sent under the Agreement shall be delivered only to addresses on Publisher’s Email Lists. Publisher shall not broker third-party deals to deliver Creatives without prior notice to Cutting Edge Offers. Entering into such a third-party deal is grounds for immediate termination of this Agreement, and does not preclude, in any way, Cutting Edge Offers’ ability to pursue any other available legal remedies.

    2. Publisher shall maintain at all times during the term of this Agreement, and for a period of three (3) years thereafter, complete and accurate subscriber sign-up or registration data for every subscriber on Publisher’s Email List. Publisher agrees that, within twenty-four (24) hours of a request by Cutting Edge Offers, it shall provide, at a minimum, the following subscriber sign-up or registration data for any email address that Publisher sends a Publisher Email to: (i) subscriber email address used to sign-up or register for Publisher’s Email List; (ii) subscriber’s IP address; (iii) date and time of subscriber’s sign-up or registration for Publisher’s Email List; and (iv) location of subscriber’s sign-up or registration.


  9. Publisher Email Lists.

    1. Cutting Edge Offers shall pay to Publisher, Bounties earned for each Action verified by Cutting Edge Offers, at the applicable bounty rate, within fifteen (15) days of the last day of the applicable calendar month. Bounties owed to Publisher by an Advertiser shall be paid by Cutting Edge Offers only with monies actually received and collected by Cutting Edge Offers from such Advertiser. Should such Advertiser not remit sufficient funds to Cutting Edge Offers for payment owed to Publisher under this Agreement, Cutting Edge Offers shall have no payment obligation to the Publisher for the corresponding Bounties. Publisher shall have the right to pursue any and all legal remedies available against Advertiser if Advertiser has not remitted sufficient funds to Cutting Edge Offers for Bounties earned by Publisher in connection with such Advertiser’s Program.

    2. All payments shall be paid in US dollars ($US) and are exclusive of any applicable taxes. Publisher shall be responsible for all applicable taxes.

    3. Notwithstanding anything contained herein to the contrary, no payment shall be made to Publisher for Bounties totaling less than Fifty Dollars ($50.00) ("Payment Threshold"). Upon termination of the Agreement, all undisputed Bounties collected by Cutting Edge Offers from Advertiser and owed to Publisher, shall be paid during the next billing cycle notwithstanding the Payment Threshold.

    4. Publisher must have a current and valid taxpayer identification number (TIN), valid Social Security Number or other applicable unique government identification.

    5. An Advertiser may request that Cutting Edge Offers, on its own initiative, debit from the Bounties otherwise due and owing to Publisher, an amount equal to a bounty previously credited to Publisher’s account where:

      1. a return or cancellation has been made with respect to the applicable product or service;

      2. there is an instance of a duplicate, fraudulent or incomplete entry or other similar error with respect to a customer order;

      3. there are Actions that do not comply fully with the terms of the Agreement, including where the applicable non-complying Action is the result of Publisher’s action, omission and/or failure to comply with the terms and conditions of the Agreement;

      4. there is non-receipt of payment from, or refund of payment to, the customer that entered into the subject Action; or

      5. there is a Chargeback.

      Chargebacks requested by an Advertiser in accordance with this Section 9 may be applied up to sixty (60) days after the end of the calendar month in which the applicable bounty was earned. An Advertiser may request that the payment of Bounties to Publisher be postponed for one (1) payment cycle where: (i) Advertiser is verifying a lead (for Programs in which lead generation is a component of the Action); (ii) Advertiser has a product return policy that allows the underlying purchaser to return the product during the aforementioned sixty (60) day period; or (iii) the applicable Program Terms provide for such a postponement. The number or amount of Actions, credits for payments and debits for Chargebacks, as calculated by Cutting Edge Offers, shall be final and binding on Publisher.


  10. Fraud.

    11. If Cutting Edge Offers suspects that Publisher’s account is being used in a fraudulent manner, Publisher’s account will be deactivated, effective immediately, pending further investigation, with or without notice to Publisher. If Publisher adds Actions, or inflates Actions, through the use of fraudulent means of traffic generation, as determined solely by Cutting Edge Offers, Publisher shall forfeit all of the Bounties related to that Program, and Publisher’s account will be terminated, effective immediately. Cutting Edge Offers reserves sole judgment in determining fraud, and Publisher agrees to be bound by any and all such determinations. Publisher holds the burden of proof on all fraud charges by Cutting Edge Offers. Cutting Edge Offers will hold Publisher’s bounty-related payments in "Pending Status" until Publisher has presented evidence sufficient to demonstrate to Cutting Edge Offers that Publisher has not engaged in fraud. If Publisher is unable to provide Cutting Edge Offers with sufficient evidence that Publisher has not engaged in fraud within seven (7) days of Publisher’s Bounties being placed in "Pending Status," Cutting Edge Offers, at its sole discretion and without any further obligations to Publisher, reserves the right to terminate Publisher’s account and cancel payment of the applicable Bounties.


  11. Terms and Termination.

    12. The term of the Agreement shall begin upon Cutting Edge Offers' approval of Publisher’s application and remain in effect until terminated as set forth herein. The Agreement may be terminated by either Party upon three (3) days’ prior written notice. Cutting Edge Offers reserves the right, in its sole and absolute discretion, to terminate a Program and/or remove any Creatives at any time for any reason, upon notice to Publisher. Cutting Edge Offers also reserves the right to terminate Publisher’s access to the Site at any time, with or without notice to Publisher. Termination notice may be provided via email and will be effective immediately. Upon termination, Publisher agrees to immediately remove from its websites any and all Creatives, Cutting Edge Offers Code or Intellectual Property Content made available to Publisher under this Agreement. The representations, warranties and obligations contained within this Agreement shall remain in full force and effect after termination of this Agreement. All payment obligations accruing prior to the date of termination shall survive until fully fulfilled.


  12. Representations and Warranties.

    13. The Parties hereby acknowledge and agree that Publisher is solely responsible for the method in which the Creatives are disseminated.

    1. Publisher represents and warrants that:
      1. Publisher’s Website contains distinct and legitimate content, substance and material, and is not simply a list of links or advertisements;

        2.
      2. Publisher’s Website serves a purpose substantially or completely separate and distinct from merely being designed to earn money solely from Cutting Edge Offers’ Advertisers or other third party advertisers;

      3. Publisher’s Website and Publisher Emails are represented by a legitimate second-level domain name (e.g. yoursite.com is acceptable; however, a shared server, e.g., sharedsite.com/yoursite, is not acceptable);

      4. Publisher’s Website is not offered as a part of a community-based website personal entry or personal page;

      5. Publisher’s Website and Publisher’s Emails do not use incentives to induce users to click on Creatives (incentives include, but are not limited to, awarding users cash, points, prizes, and contest or sweepstake entries);

      6. Publisher’s Website is not hosted by a free service and is fully functional at all times and at all levels (no "under construction" websites or any sections thereof are permissible);

      7. Publisher will not use spawning process pop-ups and exit pop-ups in connection with Publisher’s Website or Publisher Emails;

      8. no images, graphics, links, co-registration paths, pop-ups, pop-unders, copy or process for generating Actions other than the Creatives will be used by Publisher in connection with the Programs without prior written consent of Cutting Edge Offers;

      9. Publisher uses the Creatives only with the intent of delivering valid Actions as determined by, and for the benefit of, the applicable Advertiser;

      10. Publisher shall not, nor knowingly permit any person or entity to, activate Creatives or inflate the amount of Actions through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, device, program, robot, Iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing an Action;

      11. Publisher shall not use, nor knowingly permit any person or entity to use, any third-party trademarks in any way to direct traffic to any of Publisher’s Websites or Advertiser websites including, but not limited to, purchasing keywords from a search engine service provider that includes the trademark, service mark or brand name, or any derivative of any such trademark, service mark or brand name;

      12. Publisher shall not violate guidelines of any search engines being utilized in connection with the Services, Actions, Site, Programs or Creatives;

      13. Publisher shall not allow the Creatives to be placed on any non-Publisher Website without the prior express written consent of Cutting Edge Offers;

      14. Publisher shall not use any Creatives or any other Program Terms and/or content in connection with aggregating, soliciting or recruiting other publishers, advertisers, websites or persons to form or join an affiliate marketing, advertising or similar network for the purpose of engaging in business of the type conducted by Cutting Edge Offers;

      15. Publisher shall not redirect traffic to a website other than the website(s) specifically listed by the applicable Advertiser in the Program Terms; and

      16. the content of Publisher’s Website and Publisher Emails does not promote, advocate, facilitate or otherwise include any of the following:

        1. hate speech or material that discriminates on the basis of race, ethnicity, gender, age, disability, religion or sexual orientation;

        2. Investment, money-making opportunities or advice not permitted under law;

        3. violence or profanity;

        4. pornographic, obscene, sexually explicit or related content;

        5. material that defames, abuses, is libelous, is tortuous or threatens physical harm to others;

        6. material that displays any telephone numbers, street addresses, last names, URLs, email addresses or any confidential information of any third person;

        7. material that impersonates any person or entity;

        8. any indication that any statements Publisher makes are endorsed by Cutting Edge Offers or an Advertiser, without Cutting Edge Offers’ or Advertiser’s specific prior written consent;

        9. promotion of illegal substances or activities (e.g., illegal narcotics, how to build a bomb, counterfeiting money, etc.);

        10. content which is inappropriate or harmful to children;

        11. promotion of terrorism or terrorist-related activities, sedition or similar activities; (l) software pirating (e.g., warez, hotline);

        12. hacking or phreaking;

        13. any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
        14. any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. "spamware"), services that send unsolicited advertisements, programs designed to initiate "denial of service" attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet;

        15. any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users;

        16. any spoofing, redirecting or trafficking from other websites in an effort to gain traffic;

        17. any content that infringes upon the intellectual property rights of any third party or any other right including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy;

        18. gambling, contests, lotteries, raffles, or sweepstakes; (t) any material that violates CAN-SPAM; or

        19. any illegal activity whatsoever (including any violations of applicable U.S. state or federal law or regulation, Canadian provincial or federal law or the laws of any other jurisdiction in which Publisher operates).


  13. Privacy Policy.

    14. Publisher’s Website shall contain a Privacy Policy with which Publisher complies and which is conspicuously posted on the Publisher’s Website at all times. Publisher shall notify Cutting Edge Offers in writing at least three (3) business days in advance of any changes to any applicable Privacy Policy and shall provide Cutting Edge Offers with a revised copy of the affected Privacy Policy prior to the date that the changes take effect.


  14. Customer Information; Non-Disclosure.

    15. Customer information shall be considered Confidential Information, proprietary to and owned by Cutting Edge Offers. Customer Information may not be utilized or otherwise disclosed to a third party by Publisher. Publisher acknowledges and agrees that all non-public information, data and reports made available by Cutting Edge Offers hereunder or otherwise, as part of the Services, is proprietary to and owned by Cutting Edge Offers. All proprietary and Confidential Information is protected by copyright, trademark and other intellectual property laws. Publisher agrees not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information of Cutting Edge Offers in any manner. These non-disclosure obligations shall survive the termination of this Agreement.


  15. Proprietary Rights.

    16. Notwithstanding anything to the contrary herein, Cutting Edge Offers grants to Publisher a revocable, non-transferable, royalty free, international license to display on, and distribute through Publisher’s Website, Publisher Emails or other approved marketing channels the Intellectual Property Content, for the limited purpose of promoting Programs to end users. Publisher may not remove or alter any copyright or trademark notices. The Intellectual Property Content and other matters related to Cutting Edge Offers Programs, Creatives and Site are protected under applicable copyright, trademark and other proprietary rights. Publisher shall not use, copy, redistribute or publish any of Cutting Edge Offers Programs, Creatives and/or Site, other than as expressly permitted hereunder. Publisher does not acquire any ownership rights to Cutting Edge Offers, Programs, Creatives or Site under this Agreement. The availability of Cutting Edge Offers, Programs, Creatives or Site does not constitute a waiver of any rights related thereto. No part of the Site may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. Publisher shall not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Site, Site content or any portion thereof. Cutting Edge Offers reserves any rights not explicitly granted in the Agreement.


  16. Limitation of Liability; Disclaimer of Warranty.

    17. IN NO EVENT SHALL CUTTING EDGE OFFERS BE LIABLE TO PUBLISHER OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH PUBLISHER’S MARKETING EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM PUBLISHER’S USE OF THE SITE, A PROGRAM, ADVERTISERS’ UNDERLYING PRODUCTS AND/OR SERVICES OR PUBLISHER’S DISPLAY OF ANY CREATIVES ON OR THROUGH PUBLISHER’S WEBSITE AND/OR PUBLISHER’S EMAILS INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, EVEN IF CUTTING EDGE OFFERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUTTING EDGE OFFERS' MAXIMUM AGGREGATE LIABILITY TO PUBLISHER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE THREE HUNDRED DOLLARS ($300). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST CUTTING EDGE OFFERS MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE. PUBLISHER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE. THE SITE, CREATIVES, PROGRAMS, ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES, CONTENT AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE SITE, CREATIVES, PROGRAMS OR ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. CUTTING EDGE OFFERS HAS NO LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER’S USE OF, OR INABILITY TO USE, THE SITE, CREATIVES, PROGRAMS AND/OR ADVERTISERS’ UNDERLYING PRODUCTS OR SERVICES AND CUTTING EDGE OFFERS DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT PUBLISHER’S USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE PROGRAMS WILL BE AVAILABLE TO PUBLISHER. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CUTTING EDGE OFFERS AND PUBLISHER. THE SITE, CREATIVES, PROGRAMS AND/OR ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES WOULD NOT BE PROVIDED TO PUBLISHER WITHOUT SUCH LIMITATIONS. CUTTING EDGE OFFERS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SITE, CREATIVES OR PROGRAMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHER FROM CUTTING EDGE OFFERS OR ANY ADVERTISER BY AND THROUGH THE SITE, CREATIVES AND/OR PROGRAMS SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT.


  17. Indemnity.

    1. Publisher shall indemnify, defend and hold harmless Cutting Edge Offers, its Advertisers and each of their respective parents, publishers, subsidiaries, officers, partners, members, managers, employees, agents and attorneys, from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or related to:

      1. Publisher’s improper use of the Site, Program, Services or Creatives;

      2. any third party claim related to Publisher’s Website, Publisher Emails or Publisher marketing practices;

      3. any third party allegation or claim against Cutting Edge Offers and/or its Advertisers relating to a violation of any and all state and federal laws or the laws of Publisher’s jurisdiction;

      4. any content, goods or services offered, sold or otherwise made available by Publisher on or through the Publisher’s Website, Publisher Emails, other marketing channels or otherwise;

      5. any claim that Cutting Edge Offers is obligated to pay any taxes in connection with payment made to Publisher in connection with the Agreement and/or any Program;

      6. breach or violation of this Agreement or any representation or warranty contained herein; or

      7. Publisher’s use of the Site, Program, Services or Creatives, in any manner whatsoever.

    2. Cutting Edge Offers shall indemnify, defend and hold Publisher harmless from and against any and all claims allegations, liabilities, costs and expenses (including reasonable attorneys’ fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Publisher’s display of the actual Creatives, in unaltered form, as provided in connection with any Program.


  18. Assignment.

    1. Cutting Edge Offers may, at its sole discretion, assign this Agreement, or any portion thereof.

    2. Publisher may not assign, transfer or delegate any of Publisher’s rights or obligations under the Agreement without the prior written consent of Cutting Edge Offers, which may be withheld for any reason, and any attempts to do so shall be null and void. Any attempt by Publisher to assign its rights or obligations under this Agreement may result in Cutting Edge Offers, at its sole discretion, immediately terminating the Agreement and Publisher’s participation in any Program, without any liability to Cutting Edge Offers. This Agreement will be binding on, inure to the benefit of and be enforceable against, the Parties’ successors and assigns.


  19. Jurisdiction; Venue.

    20. The Agreement shall be construed and governed by the laws of the Commonwealth of Pennsylvania, without respect to its conflict of laws principles. Any and all disputes or controversies whether of law or fact of any nature whatsoever arising from or respecting the Agreement shall be decided through arbitration by the American Arbitration Association ("Arbitrator"), in accordance with its rules and regulations. Arbitration shall take place in Harrisburg, Pennsylvania. At the request of Cutting Edge Offers, arbitration proceedings will be conducted in secrecy. In such case all documents, testimony and records shall be received, heard and maintained by Arbitrator in secrecy under seal, available for inspection only by Cutting Edge Offers or Publisher or by their respective attorneys and experts, who shall have agreed, in advance and in writing, to receive all such information confidentially and to maintain such information in secrecy. Arbitrator shall be able to decree any and all relief of an equitable nature including, but not limited to, a temporary restraining order, temporary or a permanent injunction, damages, with or without an accounting, and costs. Cutting Edge Offers shall be entitled to an award of its reasonable costs and expenses, including attorneys’ fees, in any action or proceeding in connection to, arising out of, or under the Agreement. Nothing contained in the Agreement shall be construed to limit any legal remedies available to Cutting Edge Offers.


  20. Severability; Non-Waiver.

    21. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not effect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.


  21. Modification.

    22. This Agreement represents the complete and entire expression of the agreement between the Parties, and shall supersede any and all other agreements, whether written or oral, between the Parties. Other than as set forth herein, the Agreement may be amended only by a written agreement executed by an authorized representative of each Party. To the extent that any Program Terms are in conflict or inconsistent with this Agreement, this Agreement shall govern.


  22. Confidentiality.

    23. Publisher shall not at any time: (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information; (ii) use any Confidential information; or (iii) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to Publisher or as required by applicable law. Publisher agrees to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain the property of Cutting Edge Offers and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Cutting Edge Offers immediately upon request.


  23. Force Majeure.

    24. Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of either Party.


  24. Miscellaneous.

    25. Publisher shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. Publisher shall not take any action that imposes an unreasonable or disproportionately large load on Cutting Edge Offers infrastructure. Publisher acknowledges and agrees that any unauthorized or unlawful use of the Site, Service, Creatives, or Programs would result in irreparable injury to Cutting Edge Offers for which monetary damages would be inadequate. In such event, Cutting Edge Offers shall have the right, in addition to other remedies available to it pursuant to the Agreement, to immediate injunctive relief against Publisher without the need to post a bond.


  25. Ability to Perform.

    26. Publisher agrees that Cutting Edge Offers may require a financial accounting and inspection of Publisher’s books and records including, but not limited to, access to Publisher’s computer databases, in order to verify and corroborate financial information regarding the relationship established hereunder. Publisher hereby authorizes Cutting Edge Offers to obtain credit reports regarding Publisher’s business and to require Publisher to provide it with reasonable information regarding Publisher’s financial position.


  26. Relationship.

    27. Each Party is an independent contractor and not a partner, joint venturer or employee of the other. Neither Party shall have the right to bind the other or to incur any obligation on the other’s behalf.


  27. Notices.

    28. All notices shall be sent to the address submitted by Publisher when Publisher signs up for the Service and, if to Cutting Edge Offers, to the address listed in the Contact section of the Site.