LinkShare Network Policies and Guidelines

These Network Policies and Guidelines, made effective as of August 27, 2008, are incorporated into and made a part of your Publisher Membership Agreement. All capitalized and other defined terms used herein without definition will have the meaning given to them in the Publisher Membership Agreement. As used herein, the terms "we" and "us" refer to LinkShare and"you" and "your" refer, of course, to you. To print a copy of these Guidelines, please use your browser's print command.

USING ELECTRONIC MESSAGES

Email can be a valuable marketing tool, allowing you to reach a large audience at relatively little expense, but can also be easily abused and become a nuisance to both recipients and marketers alike. Therefore, it is imperative that if you use email to promote the products and services of Network Advertisers in any LinkShare Network, that you, at very minimum, comply with any laws or rules applicable to your use of email, including the recently enacted CAN-SPAM Act of 2003, and that you make sure to conduct your activities in accordance with the highest industry standards for email marketers. Please note that for our purposes, email isn't confined to the messages a person receives in their "In-box," but also includes instant messaging,mobile service messages or other types of electronic messages used by you in connection with your participation in any LinkShare Network.

If you use email in any LinkShare Network, then you will be subject to thefollowing:

• You must comply with all local, state and federal laws and regulations, including the CAN-SPAM Act of 2003 (15 U.S.C. §7701) and any successor legislation or amendments.
• You shall not engage in sending email messages that relate to Prohibited Activities.  You shall not send messages to recipients that you know to be minors.
• You are responsible for knowing the source of all addresses contained in email lists used by you, and you are further prohibited from sending emails to addresses acquired by means of an automated generator, script or any other automated means.
• You shall only send emails to recipients who have given affirmative consent by expressly agreeing to receive such messages.  In cases where recipients did not originally give consent directly to you, recipients must have been given notice that their email addresses could be transferred to another party such as you for the purpose of initiating commercial email messages. In such cases where you use addresses that you did not personally collect and acquire, you must have authorization from the entity that collected the addresses.
• You must have full Consent Verification (as that term isdefined below) data for all email addresses used by you. 
• You shall not sell the email addresses of people who have elected to unsubscribe.
• You shall include a valid physical postal address for yourself and/or the applicable Network Advertiser, as required by applicable law, to appear in each email.
• Each email must identity itself as an advertisement or solicitation by "clear and conspicuous" means, and must contain a clearly and conspicuously displayed unsubscribe link.  In the event that the Network Advertiser, LinkShare or a designated third party provides an unsubscribe link, that link alone shall be used.The unsubscribe link must remain active for at least thirty (30) days after email delivery.  The unsubscribe link may create a menu so that the recipient can choose from a variety of opt-out options, but must include the option to unsubscribe from any and all further messages from you and from the Network Advertiser being promoted in the email.  You must process all unsubscribe requests within five (5) business days of receipt of same.
• Once a recipient has unsubscribed, you shall not help anotherentity send messages to that address or have another entity send messagesto that address on your behalf.
• You may not use a Network Advertiser’s or LinkShare’s name (including any abbreviation thereof) in the originating email address line or subject line of any email transmission without the express written consent of such Network Advertiser (which will be deemed to have been given if a Network Advertiser provides an address line or subject line that includes such Network Advertiser’s name).
• No emails transmitted by you here under may include falsified header, source, destination or routing information. Such information shall be considered falsified if it is altered or concealed in a way that would impair a person’s ability to identify, locate or respond to the person who initiated the message.  You shall not use false email registrations, false IP addresses or any other false identifying information in connection with email transmissions or retransmissions of emails for the purpose of concealing the email’s origin.  You are further prohibited from relaying or retransmitting emails from a computer or computer network that was accessed without authorization.
• Subject lines may not contain any false or mis leading information such that it could mislead a reasonable recipient as to the content or subject matter of the underlying email message. To the extent specified by the Network Advertiser or LinkShare, you may only use approved Subject Lines made available for use in connection with the applicable Campaign or other Subject Lines for which you have received written approval from such Network Advertiser or LinkShare.
• In the event that LinkShare or a Network Advertiser receives a complaint from  any recipient of an email Advertisement transmitted by you, upon LinkShare’s and/or Network Advertiser’s request, as applicable, you will immediately provide LinkShare with appropriate records verifying such recipient’s consent to receive email transmissions from you. Such records shall include, but may not necessarily be limited to, the URL of the underlying web site where the recipient consented to receive email transmissions from you, the date and time stamp of such recipient’s consent, the IP address of the computer used by the recipient at the time consent was provided and the privacy policy of such underlying web site (collectively, “Consent Verification”).  If you fail to provide satisfactory source information, LinkShare has the right to suspend payment, terminate you from any LinkShare Network or pursue any other remedy available under the Agreement, at law or in equity. 
• Network Advertisers and/or LinkShare may make available, at a designated suppression list access site (an “Access Site”), a suppression list (and associated login information), updated on a regular basis,generated from email campaigns transmitted by and/or through such Network Advertiser or LinkShare for your use in connection with applicable campaigns. In such event, and depending on the specific Network Advertiser,you may either be asked to upload your own list of suppressed email addresses to the Access Site via encrypted technology, or to download an available suppression list to be used to scrub against your existing email address list. If the Access Site is provided, and no such suppressed email addresses are supplied by you, then LinkShare and any applicable Network Advertisers may conclude that no such addresses exist. The suppression list and login provided are deemed to be Confidential Information of the party that provided the suppression list. Suppression lists may not be used by you for any purpose other than to comply with applicable laws regulating email transmissions. You agree to process any unsubscribe requests as soon as possible and not more than five (5) days after being posted at the Access site.
• You agree that, not more than forty-eight (48) hours before sending out any electronic communication associated with any NetworkAdvertiser or with any LinkShare-tracked engagement, you will compare your email list against the suppression list made available to you pursuant to the process set forth in the immediately preceding bullet point.  You further agree that you will not send any electronic communication associated with any Network Advertiser or with any LinkShare-tracked engagement to any suppressed email address.
• You acknowledge and agree that LinkShare does not maintain email suppression lists for each of the Network Advertisers, that LinkShare is not responsible for any failure by a Network Advertiser to make available or to maintain any email suppression list for any Network Advertiser, and that as between you and LinkShare, you are solely responsible for any violation of CAN SPAM arising through your use of electronic communications to promote any LinkShare-tracked engagements.
• You hereby warrant that you have the right to use any materialcontained in your messages, including, but not limited to trademarks, service marks, copyrighted information and any other intellectual property.

USING ADWARE, PLUG-INS, POP-UP ENGINES AND OTHER DOWNLOAD TECHNOLOGY

In General

Adware, plug-ins, pop-up engines and other download technology ("Downloadable Technology") can be immensely useful in getting a message out to a large audience. Once installed on an end user's computer, Downloadable Technology uses information that is input or received by the enduser's Web browser or other similar technology to trigger the display of anadvertisement, coupon reminder or some other action. But make no mistake about it, Downloadable Technology also has a real potential for abuse. Downloadable Technology can force an end user to endure promotions or messages that he or she did not consent to viewing, collect personally identifiable information about the end user without his or her knowledge or consent, or interfere with other Web browser functions. We prohibit these kinds of practices and reservethe right to immediately suspend or terminate your participation in any LinkShare Network if we find you are engaged in any such activity.

Downloadable Technology Compliance Standard ("DTCS")

In order to use Downloadable Technology to promote qualifying links, that technology must not "interfere" with:

• Any functionality of any Network Publisher's or NetworkAdvertiser's Web-based links or other Web-based advertisements, sites orother commercial offerings;
• Any engagement tracked by LinkShare, including without limitation an engagement between a Network Advertiser and any Network Publisher with which such Network Advertiser has entered into suchengagement; or
• The tracking technology or network resources offered by LinkShare to its Network Advertisers, Network Publishers and other participants or users.

Subject to the above, and solely with "an end user's express andinformed consent," any Downloadable Technology used by you may cause the presentation, to the end user, of special offers or proposals, so long as the end-user is offered, in connection with each and every instance of such offers or proposals, the options of both (i) rejecting such offer or proposal and (ii)deleting, terminating or opting out of the Downloadable Technology altogether.

For purposes of our DTCS:

• The term "interfere" means, whether intentional or unintentionally to (i) replace, intercept, redirect,disrupt, block, alter or otherwise adversely affect; (ii) substitute,insert or append; (iii) impair or adversely affect the behavior or functionality, or simulate, copy or assume control of, or create a substitute or derivative version of, any browser, plug-in, email,software, file or other platform or technology provided by any third party; (iv) cause an error or unintended result to occur; (v) cause the parties involved or affected to violate any applicable laws; or (vi) aids,abets, contributes, facilitates or supports any third party to do any of the foregoing; and
• The term "end user's informed consent" means with respect to the operation of any Downloadable Technology, refers to, and requires fulfillment in our reasonable determination of, all of the following: (i) the express consent to download and/or activate such Downloadable Technology upon reasonable notice and disclosure that such Downloadable Technology is being offered for download or activation; (ii)the full opportunity and right to completely remove, reject and deactivate, as applicable in the circumstances, such Downloadable Technology; (iii) the full and prominent disclosure each time the Downloadable Technology is triggered or otherwise prompts the end user to allow or undertake an action or transaction which disclosure must be sufficient to ensure that any choice by the end user to allow or undertake such action or transaction is fully informed as to the benefits and potential consequences thereof, and (iv) the express consent of such end user to allow or undertake such action or transaction. Further, in order to qualify as an "end user's express and informed consent," the disclosure and must, at the very least, comply with any and all applicable laws.

Compliance Testing

In order to make sure that your Downloadable Technology is and remains incompliance with our DTCS, we require that any Network Publisher interested inusing Downloadable Technology in connection with their participation in anyLinkShare Network submit to compliance testing as outlined below:

• Prior to commercial release of any such Downloadable Technology or any revisions to any such technology, you will notify us in writing that such Downloadable Technology may be made available, and will give us a reasonable opportunity to test such technology.
• We may also from time to time require you to provide us with representative samples of any other versions of your Downloadable Technology then in use, or contemplated to be put in use. In the event we receive any complaints, claims, inquiries or allegations that indicate or suggest that your Downloadable Technology does not meet our DTCS, then we may ask you to provide us with a specific copy of any such Downloadable Technology for testing, and if we ask for it, you must promptly provide it.
• Upon completing any testing of your Downloadable Technology, we will provide you with a verbal report of our findings. If your Downloadable Technology does not meet our DTCS, then we will notify you of any deficiencies and you will be required to make any modifications necessary to bring your technology up to our standards prior to commercially releasing or using that technology. If, for whatever reason,the technology has already been commercially released by the time any testing is conducted or completed, you will be required to make any modifications necessary to bring it up to our standard upon a mutually agreed upon timetable, but no later than thirty (30) days after we have requested that you make those modifications.
• We will have the right to charge you for any testing,regardless of whether we conduct testing internally or engage an outsideconsultant.

USING LINKSHARE NETWORK COMMUNICATION TOOLS

As a Network Publisher, you will have access to tools that enable you to communicate with us and your Network Advertiser partners regarding your participation in their respective affiliate marketing programs and to make inquiries regarding transactions, reports, commissions and any related matter.You are not authorized to and should not use any communication tool provided by us for any other purposes other than to facilitate your participation in the affiliate marketing programs and other programs of Network Advertisers. We may refuse to permit you to use of any LinkShare Network communications tool or other resource or facility if we believe that your use of such tool resource or facility is, has been, or is likely to be unsuitable or inappropriate. You should consider all of your communications made or received through use of any LinkShare Network communication tool as public and not private communications and,therefore, susceptible to being read by others without your knowledge or consent.

ENGAGING IN THE DISTRIBUTION OF QUALIFYING LINKS

If You currently distribute, or plan to distribute, qualifying links on, to or through Sites other than those owned or operated by you and registered with us, you may do so (or continue to do so) until such date as we may designate. After such date, you will be required to obtain our approval to continue to doso. Such approval may be conditioned upon your agreement to additional terms and conditions and additional disclosures in respect of your distribution and/or use of such qualifying links.

PARTICIPATING IN THE LINKSHARE SIGNATURE^SM PROGRAM

We may offer to some Network Publishers the opportunity to participate in LinkShare's Signature^SMaffiliate program (the "Signature Program"), through which we provide participating Network Publishers ("Signature Publishers") the technology that gives a Signature Publisher the opportunity to obtain certain information about the levels of product purchases or other activities of individual end users of its Website that result from such Signature Publisher's qualifying links with Network Advertisers. For example, a Signature Publisher may operate a membership service under which members who use a qualifying link to visit a Network Advertiser's Site and purchase a product will have a contribution made by the Signature Publisher to a charity, school or other organization designated by the member. Additionally, a Signature Publisher may use the technology to credit a member of its Site with loyalty points or rewards. Members of the Signature Publisher's program are assigned a unique"Member ID," which is software code that permits the Signature Publisher to identify that member in order to insure that he or she receives the special benefit the Signature Publisher offers for purchases made from linked Network Advertisers. The reports that a Signature Publisher receives from us show the purchases made by each Member ID on the Website of each linked Network Advertiser that are reported to us by such Network Advertiser.

In order to participate in the Signature Program as a Signature Publisher:

• You must apply to us;
• Your application must be accepted by us, in our discretion;
• You must pay any of our fees and charges for theSignature Program; and
• If we require, you must sign a separate agreement, inform and substance satisfactory to us that sets forth any specific terms relating to your use of the Signature Program that may apply (a "Signature Service Agreement").

We reserve the right to reject the application of any Network Publisher. Additionally, we do not guarantee that any Network Advertiser will elect to participate or continue its participation in your use of the Signature Program. Any Network Advertiser which does elect to participate may condition its participation on your entering into a contract with such Network Advertiserthat contains terms satisfactory to it.

You are responsible for making sure that no violation of your privacy policy or any applicable law, rule or regulation relating to privacy or data securityresults from your participation as a Signature Publisher.

PARTICIPATING IN THE AFFILIATE MARKETING PROGRAMS OF NETWORK ADVERTISERS ENGAGED IN REGULATED BUSINESSES

Network Advertisers engaged in certain kinds of businesses or activities maybe subject to special laws and regulations that are not ordinarily applicable to commercial establishments generally, including (i) selling insurance, securities or prescription drugs or firearms, (ii) providing mortgages, loans or other extensions of credit, (iii) providing banking services, including themaintenance of deposit accounts, (iv) providing investment advice or investmentadvisory services, (v) other businesses or activities that require registrationwith a governmental authority or agency charged with special responsibility for regulating the conduct of such businesses or activities or (vi) acting as a broker, agent or finder for any person engaged in any business or activity referred to in any of the foregoing clauses ("Regulated Businesses"). If a Network Advertiser uses any LinkShare Network for conducting a Regulated Business, then we may have special requirements intended to prevent violationsof the special laws and regulations that may apply. Those requirements and policies will apply to any Network Publisher that participates or desires to participate in an affiliate marketing program of a Network Advertiserconducting a Regulated Business, not withstanding any other or conflicting terms that the Network Advertiser may adopt for its affiliate marketing program, offers or engagements.

If you participate in any affiliate marketing program of any Network Advertiser engaged in a Regulated Business, then you agree that you will not doany of the following, even if authorized by such Network Advertiser:

• Describe or recommend any product or service of such Network Advertiser, except solely by posting on your Website the Promotions that such Network Advertiser creates and supplies to you for such purpose;
• Take part in the provision of any such products or services;
• Provide assistance in resolving problems, discrepancies or disputes involving any such products or services;
• Answer questions or engage in negotiations involving any such products or services;
• Extend credit to any customer for the purpose ofpurchasing any such product or service;
• Handle customer funds, securities or other property related to any such product or service; or
• Provide any other service or perform any other function related to any such product or service which, under any applicable law, regulation or rule:
• may only be provided or performed by a person registered and in good standing in a specified capacity,
• if performed or provided by a person, requires registration of such person, or
• the provision or performance of which is subject to restrictions, limitations or otherspecial requirements.

You agree that you shall be solely responsible for ensuring that your participation in the affiliate marketing program of any Network Advertiser engaged in any Regulated Business is conducted complies with all applicable federal, state, local and foreign laws, rules and regulations. If that participation means that you or your agents or representatives must register with any governmental agency in any capacity under the laws, regulations or rules applicable to any Regulated Business, then you agree to effect such registration, maintain all such registrations in effect and continue to be in good standing in such registered capacities.

The fact that we permit the LinkShare Networks to be used by any Network Advertiser in connection with an affiliate marketing program related to a Regulated Business, notify you of the existence of such affiliate marketing program or otherwise have any involvement with such program does not mean that your participation in that program is permitted by applicable law or will not require your registration with a government agency or subject you to laws, regulations or rules that otherwise would not apply to you.

GENERATING INVALID TRACKED ACTIVITIES

Network Advertisers use the LinkShare Networks to increase sales of products or services, to obtain customer leads, to increase traffic to their designated Websites in order to attract advertisers, to increase brand recognition or to otherwise benefit their businesses. In all cases, the full benefit expected by the Network Advertiser is only present if the qualifying link produces a"valid" action by end users of the kind desired by the Network Advertiser. When compensated actions are not valid, the Network Advertiser does not recognize the full benefit it expects from the action. One important reason Network Advertisers use affiliate marketing programs is that they permit the Network Advertiser to pay for an advertisement only if it generates an actual sale or other action valued by the Network Advertiser. That fundamental feature of affiliate marketing programs means that all offers made by Network Advertisers to pay Network Publishers compensation based on a specified end user action are interpreted by us as being offers to pay only for "valid" actions of that kind. This interpretation applies even if the offer does not expressly state that payment shall be made only for valid actions.

The determination of when a compensated action is "valid" depends primarily on the terms of the offer as stated by the Network Advertiser and/or by LinkShare. Network Advertisers have the discretion to structure their offers. They decide the kind of action that generates a fee or other compensation and its amount and they may make a Network Publisher's entitlement to payment subject to any lawful conditions outlined in their offers. If Network Publishers do not find the terms of a particular offer attractive, they can choose not to carry the qualifying link that is the subject of the offer.Once a Network Publisher accepts an offer, however, it is bound by the terms of that offer.

Some factors relevant to deciding if compensated actions are valid may not be expressly contained in the offer, but instead are logically implied by the kind of offer and its presumed business purpose. For example, a Network Advertiser who wants to generate leads by offering a "bounty" fo reach form completed is presumptively interested only in bona fide leads. If a Network Publisher, in order to increase its compensation, induces employees or other people who are not independently interested in the Network Advertiser's services to click on the qualifying link and complete the form, then those visitors may not be bona fide leads. The Network Advertiser, therefore, should not be obligated to pay for those form completions. Similarly, a Network Advertiser who makes a pay-per-click offer is presumptively interested in increasing the number of actual visitors to its Site. A Network Publisher that uses a technology or methodology that inflates recorded clicks on a qualifying link should not be paid for those clicks, since they do not represent actual visits to the Network Advertiser's Site by a viewer.

If we determine or believe that compensated actions that are attributable to your qualifying links are invalid, questionable or suspicious, then LinkShare may terminate your participation in any or all Networks or affiliate marketing programs of Network Advertisers, and Network Advertisers may likewise terminate your participation in any or all of their affiliate marketing programs or withhold or require forfeiture of payments purportedly due to you. That is in addition to any other right or remedy available to us or any affected Network Advertiser.

If your Website generates click-throughs or other compensated actions at rates that are higher than any LinkShare Network or industry average, that appear inconsistent with the information known about the nature of your Website and its traffic, or that we otherwise determine to be questionable or suspicious, this may result in termination of your participation in any or all Networks or affiliate marketing programs of Network Advertisers, in with holding or forfeiture of payments purportedly due to you, or the exercise of any other right or remedy available to us or any affected Network Advertiser.

We or any Network Advertiser may from time to time institute other policies or requirements that determine your eligibility to accept click-through or other offers or define which clicks or other compensated actions are valid orother wise eligible for payment. We may use any methods we deem advisable in order to detect and exclude clicks or other compensated actions that we consider invalid or questionable.

Fraudulent, abusive or illegal activity as a Network Publisher or participant in any Network Advertiser's affiliate marketing program may result in referral to the appropriate law enforcement agencies for investigation and,where appropriate, prosecution.

TAKING ADVANTAGE OF RETURN DAY FEATURES

In General

As you know, each Network Advertiser partner, for the most part, sets its own rules for participation in its affiliate marketing program, so the return day policies will obviously vary from Network Advertiser to Network Advertiser. Our suggestion is that you carefully review the terms of your engagements with each of your Network Advertiser partners, and when in doubt, contact the Network Advertiser or us directly with your questions. With that said, there are a few very basic rules relating to return days that apply to your participation in all LinkShare Network affiliate marketing programs. Those guidelines are as described below.

Add Value by Delivering the User

In order for you to benefit from the Return Days offered by a merchant, you must have actually delivered the end user to the Network Advertiser's site. You will be deemed to have delivered a user to a Network Advertiser if, after receiving a clear indication from that user that he or she is interested in viewing a Network Advertiser's offerings, you in fact direct that user to the relevant page on the Network Advertiser's site. Examples of this include, but are not limited to:

• Direct Link to Network Advertiser Site - Displaying a Network Advertiser's link on your site such that when an end user clicks on that link he or she is redirected to the Network Advertiser's site.
• Direct Link within Network Publisher Site /Indirect Link to Network Advertiser Site - Displaying the Network Advertiser's advertising link on your site such that when an end user clicks on that link, he or she is redirected to another page on your site devoted to the Network Advertiser and, at the same time, a fully visible window displaying the relevant page of the merchant's site opens over or under your web page.
• Search Link within Network Publisher Site /Indirect Link to Network Advertiser Site - Permitting the end user to use the search features integrated into your site to conduct a search of your Site in order locate a Network Advertiser's offerings and then redirecting the user to or opening a fully visible window displaying the specific merchant's site as part of the search results. In this example,in order for you to be deemed to have delivered the end user, the enduser's search query must include some specific reference to the Network Advertiser, like the Network Advertiser's name or its products, as opposed to generic search terms.
• Search Link to Network Publisher Site / Indirect Link to Network Advertiser Site - Acquiring search placement on third party search engines on behalf of a specific Network Advertiser such that when an end user clicks on your listing in the search results, the end user is redirected to a page on your Site devoted to that Network Advertiser or the Network Advertiser's products and, at the same time, a full sized window displaying the Network Advertiser's relevant page pops over or under the window containing your page. In this example, in order for you to be deemed to have delivered the end user, the end user's search query must include some specific reference to the Network Advertiser, like the Network Advertiser's name or its products, as opposed to generic search terms.

To the extent that you engage in search marketing, please be aware that some Network Advertisers regulate the purchase of keywords based on their name,brands and/or trademarks, so you should consult with those Network Advertisers before attempting to acquire search placement on their behalf.

Don't Try to Beat the System

The concept of return days is built around the fundamental assumption that you have actually referred to the Network Advertiser an end user that has expressed a clear preference or clearly requested to be referred to the Network Advertiser and have in such referral process added value such that you should be rewarded for the referral. If you have delivered an end user who has not indicated in some clear manner any desire to be referred and delivered, you have not actually delivered the end user in a manner warranting a commission. Worse,if you attempt to "beat the system" by simulating the referral and delivery of an end user to a merchant, then, not only should you be denied the benefit of Return Days, but you will also not be entitled to any commissions.You may even be required to return commission payments that you have already received. You may also be in violation of state, federal or international laws.

By way of example, but certainly not limitation, if you program your site to open a 1x1 pixel of the merchant's site or web page without actually making the merchant's site or page visible to the user then you have not delivered the user.

We consider these kinds of business practices to be deceptive practices. Please be advised that LinkShare takes the integrity of its Network very seriously and will terminate you from participation in the LinkShare Networks if you are found by us to be gaming or trying to beat the system.

By establishing these very basic guidelines, we are in no way attempting to discourage you from optimizing and ever improving the ways you promote the products and services of your Network Advertiser partners. We do, however, want to make sure that you act in an ethical and responsible fashion, with your primary focus being on adding value to the Network Advertiser's affiliate marketing program. We are serious about maintaining the integrity of the Network and expect you, as a valued member of the Network, to act with the same values.

We understand that you may have questions or concerns as to whether one of your current or proposed promotional strategies is consistent with these guidelines. If you do, then please do not hesitate to contact us at http://www.linkshare.com/support.When emailing us, please be as descriptive as possible in identifying the promotional strategy in question, include an example path or search for us to review, and feel free to include diagrams and screenshots, if applicable.

PARTICIPATION IN THE LEADADVANTAGE NETWORK

If you wish to join the LinkShare Lead Advantage Network, you must apply to the Lead Advantage Network.  LinkShare will evaluate your application and will notify you via e-mail of your acceptance or rejection.  LinkShare reserves, in its sole and absolute discretion, for any reason or no reason, the right to acceptor reject your application into the LinkShare Lead Advantage Network.  Your Site may be deemed to be unsuitable if,in LinkShare's sole discretion, you:

• Misrepresent your Site as a LinkShare Website or a Website of any LinkShare Advertiser byaltering the visual "look and feel" of or text from LinkShare's Site or the Site of any LinkShare Advertiser, and/or engage in "framing"the LinkShare Website or the Site of any LinkShare Advertiser;
• Engage in domain/typo squatting;
• Engage in spamming or unsolicited commercial e-mail in violation of CAN SPAM ACT OF2003 (Public Law No. 108-187) or other applicable law;
• Use a proxy server or redirect server to proxy LinkShare web pages or web sites or the web pages or web site of any LinkShare Advertiser through your website,URL;
• Otherwise violate the intellectual property rights of any third party, including, without limitation, "scraping" text or images from the Website of any LinkShare advertiser;
• Do not clearly include an online privacy policy to visitors to your Site; or
• Are otherwise considered offensive or inappropriate.

You may withdraw from the LinkShare Lead Advantage Networkat any time.  LinkShare may terminate your participation in the LinkShare Lead Advantage Network at any time, with or without cause, for any reason or no reason. At the time of termination, you must remove any Ad Content immediately.You will continue to receive payments for Qualified Leads occurring during the term of your participation in the LinkShare Lead Advantage Network.

If you participate in the LinkShare Lead Advantage Network, then each of the following will apply to you in connection with your use of the LinkShare Lead Advantage Network:

• You may only use the means of distribution to distribute Ad Content specifically authorized by LinkShare through the Lead Advantage Publisher Interface or otherwise. If LinkShare authorizes you to distribute Ad Content through email, then you must comply with LinkShare’s email guidelines.

• If you utilize search engines to distribute Ad Content, then you must comply with the search engine marketing terms and conditions for the Lead Generation Offer which can be found when opting into each Offer and which are incorporated by reference herein.

• You may only distribute Ad Content made available to you by LinkShare through the Lead Advantage Publisher Interface or otherwise.  You may not create Ad Content, or alter, modify or otherwise change the Ad Content, or any feature thereof, including but not limited to any transaction tracking codes or other tracking technology.

• You may not use any third party to distribute Ad Content without the specific authorization of LinkShare.  In the event that LinkShare authorizes you to distribute Ad Content through third parties, you will provide prompt and reasonable cooperation to LinkShare in responding to any requests, complaints,claims or other issues raised by LinkShare regarding where and how Lead Generation Offer Links are being distributed and/or used, including ceasing further distribution of such Lead Generation Offer Links (and associated Content) as appropriate.  You will also be responsible for ensuring that such third parties comply with the terms of this Agreement and agree and acknowledge that you will be solely liable for any damage to LinkShare or any Network Advertiser resulting from such third parties’ actions or omissions.

• LinkShare may alter, modify or terminate any Ad Content at any time.  You must promptly remove any Ad Content that has been terminated. 

• You may be required to agree to additional terms and conditions set forth by LinkShare and/or by the applicable Network Advertiser before you are permitted to participate in a specific offer or engagement.

• Subject to the terms and conditions of these Network Policies or the terms and conditions contemplated in the bullet point immediately above, the positioning, placement, frequency and other editorial decisions related to Ad Content shall be made by you; provided, however, that you must comply, immediately, with any and all requests by LinkShare to modify,alter or otherwise change the positioning, placement, frequency and other editorial decisions as they relate to Ad Content.

• You will not represent to any third party that you are an authorized agent of LinkShare without prior written approval from LinkShare. 

• You will not harvest or collect personal information, or email addresses using the LinkShare brand or the brand of any LinkShare Advertiser.

• You agree that all data relating to Qualified Leads will be the property of LinkShare. 

• All determinations of whether a lead is a Qualified Lead shall be made by LinkShare. LinkShare reserves the right to charge back to you any Qualified Leads that are later determined to have not met the requirements set forth above. 

“Ad Content” means Content containing an advertisement of a Network Advertiser.

A“Qualified Lead” means an individual person who: (i) reviewed the information and materials provided by Publisher and clicked through to a LinkShare web site or other site designated by LinkShare, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method made to appear like an individual, real live person, (iii) is not using pre-populated fields to automatically complete all or substantially all of the application form, (iv) completes the application form to LinkShare’s satisfaction and (v) is not later determined by LinkShare to be a fraudulent application, incomplete application, unqualified application or duplicate application. 

You acknowledge and agree that LinkShare may withhold Commissions otherwise due an dowing to you where LinkShare determines in its sole discretion that you failed to comply with the terms of this Agreement. LinkShare may offset against fees due to you, freeze funds or apply Chargebacks to your accounts, for any amounts owned to LinkShare under any agreement between the parties.

Email Campaigns in theLead Advantage Network

You may only engage in email marketing if specifically authorized to do so by LinkShare.  In such event, you will be subject to the obligations and restrictions set forth above in USING ELECTRONIC MESSAGES, provided that your engagement will be with LinkShare and not any Network Advertiser.