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BiddingForGood (cMarket) Affiliate Program Agreement

Welcome to the BiddingForGood (cMarket) Affiliate Program! The Affiliate Program invites partners to promote BiddingForGood (cMarket)'s online auction services and software (the "BiddingForGood (cMarket) Service") by attracting qualified leads which match our target markets. The following Agreement explains the relationship between you (our Affiliate) and BiddingForGood (cMarket). Please read this Agreement and indicate your acceptance below. If you do not agree to be bound by this Agreement, do not indicate your acceptance.

1. Enrollment in Program. While BiddingForGood (cMarket) reserves the right to accept or reject applicants for any reason, to be accepted into the Program, you must, at a minimum, (a) have a functioning URL, and (b) maintain a professional-looking Web site that targets a U.S.-based audience

2. Promotional Activities. You agree to use your best efforts to promote the BiddingForGood (cMarket) Service to customer leads in the fundraising, nonprofit, association and cause-related markets ("Leads"). You agree that your activities will be professional, in good taste, and compliant with the CAN-SPAM Act of 2003, and will preserve the image and reputation of BiddingForGood (cMarket) and the BiddingForGood (cMarket) Service. You will be responsible for your own expenses related to such activities.

3. Links. Once you have enrolled in the Program, you will choose from a variety of BiddingForGood (cMarket)-provided links and banners which you will be required to use in order to bring Leads to BiddingForGood (cMarket)'s Web site. Each link will be coded with your unique Affiliate ID.

4. Qualified Leads. A "Qualified Lead" is a potential customer that meets the following criteria: (a) completes the lead form on BiddingForGood (cMarket)'s site in its entirety; (b) is from a valid nonprofit organization or an entity that raises funds on behalf of nonprofits; and (c) is not already in BiddingForGood (cMarket)'s lead database.

5. Commissions. BiddingForGood (cMarket) will pay you the current posted payout at $25 per lead for each Qualified Lead. BiddingForGood (cMarket) will pay all amounts to you on a monthly basis, provided that your account balance is at least $50.00.

6. Term. This Agreement will be effective until terminated by either party. Either party may terminate this Agreement at any time on prior written notice (which includes email) with or without cause. Upon termination, Affiliate will immediately remove all links and banners to the BiddingForGood (cMarket) Service. You are only eligible to earn commissions on Qualified Leads accepted by BiddingForGood (cMarket) during the term.

7. Spyware. We will refuse all applications or signups from affiliates which we believe participate in spyware, adware or parasiteware techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, to determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the Program and will forfeit all commissions.

8. Trademarks. Each party grants to the other a nonexclusive, nontransferable, worldwide, royalty-free right to display the trademarks and logos made available by such party, subject to the terms of this Agreement, such party's trademark usage guidelines (a copy of which will be provided by such party), and/or as mutually agreed by the parties.

9. Intellectual Property. Affiliate agrees that the BiddingForGood (cMarket) Service (which includes all related software, technology, information, methodologies, techniques, ideas and processes) constitutes a proprietary trade secret of BiddingForGood (cMarket) and that all right, title and interest in and to the BiddingForGood (cMarket) Service, including all intellectual property rights embodied therein, shall at all times remain vested in BiddingForGood (cMarket). No rights or licenses are granted to Affiliate, except as described herein.

10. No Warranties Neither party makes any representations, warranties or guarantees of any kind, either express or implied (including, without limitation, any warranties of merchantability, title or fitness for a particular purpose), in connection with this Agreement.

11. Limitation on Liability. Neither party will have any liability for (a) any special, indirect, incidental, consequential or punitive damages or (b) monetary damages of any kind in excess of the amounts paid to Affiliate hereunder, regardless of the basis of the claim and even if such party has been advised or is aware of the possibility of such damages. These limitations shall not apply to each party's rights under applicable intellectual property laws or a party's indemnification obligations.

12. Force Majeure. Neither party shall be responsible for any failure to perform its obligations under this Agreement caused by an event beyond its reasonable control, including but not limited to, wars, riots, labor strikes, natural disasters, the infrastructure of the Internet, or any law, regulation, ordinance or other act or order of any court, government or governmental agency.

13. General. BiddingForGood (cMarket) may include your name in a list of its Affiliates. BiddingForGood (cMarket) will have unrestricted, irrevocable, royalty-free right to use any feedback or information provided by Affiliate in connection with the development and/or improvement of BiddingForGood (cMarket)'s products and services. Affiliate agrees (a) to comply with all applicable U.S. and international laws, statutes, ordinances and regulations relating to its activities under this Agreement and (b) to indemnify, defend and hold BiddingForGood (cMarket) harmless in connection with any claims, damages, expenses or liabilities relating to its activities under this Agreement. Affiliate is an independent contractor and not an employee or agent of BiddingForGood (cMarket). Neither party is authorized to assume or create any obligation or responsibility on behalf of, or in the name of, the other party or to bind the other party in any manner. Notices delivered under this Agreement must be given in writing and will be effective when received. This Agreement contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties. Affiliate may not assign or transfer this Agreement to any third party without BiddingForGood (cMarket)'s prior written consent. This Agreement will be construed in accordance with the laws of the Commonwealth of Massachusetts. Affiliate will not export the BiddingForGood (cMarket) Service (including via remote access) to any country for which the United Sates or any other jurisdiction requires an export license or other governmental approval without first obtaining such license or approval. The terms of Paragraphs 6 and 8 through 12 will survive expiration or termination of this Agreement.

I AGREE TO BE BOUND BY THIS AGREEMENT AND THE TERMS OF THE AFFILIATE PROGRAM.