Publisher Portal Terms

Connexity, Inc. Publisher Program Terms & Conditions

BY CHECKING THE BOX OR CLICKING TO ACCEPT WHERE SUCH OPTION IS PRESENTED TO YOU, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, FULLY UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS.

Connexity, Inc. ("Connexity", "we", "us" or "our") is pleased to provide you with the opportunity to participate in our US Publisher Program ("Program"). The following, including the corresponding Schedules, sets forth the terms and conditions for the Program ("Terms"). Participation in the Program is subject to these Terms, our acceptance of your Application ("Application"), your satisfaction of the Eligibility Requirements described below, as we determine in our sole and absolute discretion, and your agreement to and ongoing compliance with these Terms.

Acceptance

These Terms constitute a binding legal agreement between you, or if accepting on behalf of an entity, such entity (in either case, referred to as "you", "your") and Connexity which governs your participation in the Program. By completing and submitting your Application you agree to be bound by these Terms. You also understand that any participation in the Program represents your acceptance of and agreement to comply with all of these Terms. If you are accepting the Terms on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to these Terms.

Our Service and the Program

We provide an online shopping search engine that assists consumers in shopping for products and services offered by third party merchants participating in our listings service throughout the Connexity Network ("Merchants"), among other things. Search results and certain other links on the Connexity Network contain links to Merchant web sites. For purposes of these Terms, the "Connexity Network" means www.connexity.com, www.shopzilla.com, www.bizrate.com, www.beso.com, and other affiliated domains in the United States, and all other web sites we operate now or may operate in the future, and other media or services we may offer to consumers from time to time.

The Connexity US Publisher Program is a CPC affiliate program connecting Connexity's world-class "where to buy" shopping solution to website publishers interested in monetizing their Site by integrating Sponsored Shopping Content.

Application

To apply for the Program, you must submit to us a complete and accurate Application, including your relevant contact information, a W-9 or W-8 form, as applicable, and the name and URL of your website, widget or app that you wish to enroll in the Program (each a "Site"). Please note that the Application only permits the registration of a single Site. If you have more than one Site that you wish to enroll in the Program, you must submit those separately to Connexity for approval via email. We will evaluate your Application and notify you whether your Site(s) are accepted. We may reject your Application for any or no reason, in our sole and absolute discretion, including but not limited to a failure to meet the Eligibility Requirements set forth below. Note that if we accept your Application and later determine that your Site is unsuitable or that you fail to meet the Eligibility Requirements or comply with these Terms, we may terminate your participation in the Program effective immediately.

Program Eligibility

Your eligibility for participation in the Program and ongoing eligibility to remain in the Program is conditioned upon you meeting and continuing to meet the following minimum requirements ("Eligibility Requirements"):

(a)

You have submitted and received our approval of your Application;

(b)

You are at least eighteen (18) years old;

(c)

You have the necessary rights and authority to enter into and perform these Terms;

(d)

You are the registered owner of the Site listed on the Application, including all domain names, and such Site generates a majority of its traffic from US users;

(e)

All information you have provided to us, including but not limited to information provided in the Application and all other information about your business provided in connection with the Program, including all relevant payment information (e.g., a W-9), is and will remain accurate, complete and current;

(f)

You and your Site are not subject to any pending lawsuits, fines, or government or regulatory actions; and

(g)

You maintain a clear and conspicuous privacy policy on your Site in strict accordance with Section 7.2.

You will provide us with any information, records, or materials that we request to verify your compliance with the Eligibility Requirements and these Terms.

Representations About Your Site

You represent and warrant that for so long as you participate in the Program, your Site (including any content contained therein) and all promotional means used by you:

(a)

does not violate any law or regulation;

(b)

does not infringe or misappropriate in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party;

(c)

does not contain false, misleading or objectionable content (including but not limited to content that is obscene, containing excessive advertisements, defamatory, libelous, threatening, violent, hate-oriented, illegal or promoting illegal activities or goods);

(d)

does not contain viruses, worms, spyware, Trojan horses or other harmful, malicious or destructive code;

(e)

does not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; and

(f)

shall be in full compliance with all blog disclosure regulations issued by the Federal Trade Commission or as otherwise required under applicable law, including providing appropriate disclosures on your Site regarding your endorsement of any products or services offered by Connexity or its subsidiaries, affiliates, and Merchants.

Sponsored Shopping Content

6.1

Subject to your continued compliance with the Terms (including the Eligibility Requirements noted above), you may present the Connexity and/or third party advertisements, content, creative materials, search queries or results that we provide you ("Sponsored Shopping Content") only on those Sites you have enrolled in the Program and that are approved by us in our sole discretion, where such Sponsored Shopping Content links to Merchants in the Connexity Network as determined by us in our sole and absolute discretion. For the avoidance of doubt, placing Sponsored Shopping Content on any Site that was not approved by us (pursuant to Section 3) is strictly prohibited and you are not entitled to payment for any traffic from such unauthorized Sites. If requested by Connexity, you agree that you will present the Sponsored Shopping Content to users of your Site in a form and manner and using creative elements as specified by Connexity from time to time. In addition, if you are permitted access to Shopping Content Technology (as defined in Schedule 1), you will use the Shopping Content Technology in accordance with Schedule 1 hereto. You will direct the Sponsored Shopping Content to the location(s) indicated to you by Connexity and provide linked attribution to the applicable Connexity Network website as the source of the Sponsored Shopping Content on each page of your Site displaying the Sponsored Shopping Content.

6.2

You agree the Sponsored Shopping Content and related logo(s), creative materials, programming, Javascript, Analytics Code (as defined below) and other information or materials provided by or on behalf of Connexity ("Connexity Materials") shall not be altered, modified, circumvented, impaired, disabled or otherwise interfered with by you. You further agree to make updates to the Sponsored Shopping Content and Connexity Materials or their implementation on or in connection with your Site as and when requested by Connexity.

Analytics Code

7.1

You understand and agree that Connexity may utilize cookies, web beacons, pixel tags, or other analogous technologies ("Analytics Code") on or in connection with the Sponsored Shopping Content displayed on your Site, and that Connexity may collect non-personal information directly from your users through the use of Analytics Code ("Analytics Data").

7.2

Upon and throughout your participation in the Program, you will post and maintain a clear and conspicuous privacy policy on your Site that: (a) complies with all applicable laws, regulations, and self-regulatory industry standards, including the Self-Regulatory Program for Online Behavioral Advertising as published by the Digital Advertising Alliance; (b) accurately informs visitors to your Site of your data collection practices, including but not limited to the collection of Analytics Data by third parties; and (c) includes all of the minimum privacy terms as set forth in Schedule 2 hereto ("Minimum Terms"), which may be updated by us from time to time in our sole discretion. For avoidance of doubt, where your Site requires a download, you will (i) post such privacy policy on your website and any online marketplace or app store where such Site is made available for download; and (ii) make such privacy policy available to users at the time they seek to download the Site. You agree that you will include the Minimum Terms in your privacy policy exactly as written and without modification, or if modified by you, then you do so at your own risk. Unless you use the Sample Policy described below, there are no exceptions to the above requirement to include the Minimum Terms. You understand and agree that you are solely responsible for any failure to comply with the requirements of this Section 7.2.

7.3

For your convenience, a sample privacy policy that contains the Minimum Terms is set forth in the attached Schedule 3 ("Sample Policy"). You may use this Sample Policy on your Site, provided you modify it, as needed, to accurately reflect the data collection practices on your Site, while ensuring compliance with Section 7.2 above. You understand and acknowledge that the Sample Policy is not suitable for use on sites operating outside the US and is provided solely for your convenience and illustration purposes. Connexity does not warrant that the Sample Policy is fit for your Site or that it will remain suitable and in compliance with these Terms, or the laws as they evolve, including without limitation the laws, regulations, or industry guidelines that may apply to you or your Site. For avoidance of doubt, your use of the Sample Policy does not relieve you of your obligations set forth in this Section 7. Any use of the Sample Policy by you is at your sole risk.

7.4

In addition to the foregoing, you agree that on each page within your Site that displays Sponsored Shopping Content, you will provide clear, meaningful, and prominent links that will take your visitors directly to (a) the Minimum Terms within your privacy policy, and (b) to the Digital Advertising Alliance's opt-out page, currently located at www.aboutads.info/choices.

Your Information

You grant to Connexity and our parent company, subsidiaries, and affiliates ("Affiliates"), the right to transmit, process and maintain the personal and business information that you provide to Connexity via the Program, to use such information for Connexity's and its Affiliates business purposes, and share such information with selected third parties, including but not limited to Connexity's agents, accountants, attorneys and other representatives for Connexity's and its Affiliates' business purposes. Additionally, you agree and consent to our (a) sending you emails relating to the Program from time to time; (b) monitoring, recording, using, and disclosing information about your Site and visitors to your Site that we obtain in connection with your display of Sponsored Shopping Content; and (c) monitoring, crawling, and otherwise investigating your Site to verify compliance with the Terms.

Payment and Reporting

You agree as follows:

9.1

For each month or portion thereof in which you participate in the Program, Connexity will make a payment to you based upon the Net Revenue received by Connexity from valid users clicks on links containing the Sponsored Shopping Content on your Site in such period, as determined by Connexity's standard tracking method ("Payment"). Notwithstanding the foregoing, you understand and agree that your ability to earn Payments under this Program are expressly conditioned upon your satisfaction and continued compliance with the Eligibility Requirements set forth above, including providing and maintaining accurate payment information. If at any time during the Term (as defined in Section 16 below), you fail to satisfy the Eligibility Requirements, any amounts otherwise payable to you during the period of such failure will be deemed unearned and will not accrue to your Account due to your ineligibility for participation in this Program. "Net Revenue" shall mean revenue less an administrative fee no more than five (5) percent to cover collections, serving and administrative costs, among others. We will grant you access to an online reporting tool to view traffic activity and estimated Payments generated by Sponsored Shopping Content from your Site during the Term. "Account" shall mean your publisher account for this Program. You understand and agree that Connexity shall have the right in its sole discretion to credit, adjust or discount charges to Merchants based on its determination of quality of traffic or source (e.g., non-US) generated via the Sponsored Shopping Content and to offset future Payments to you based on such credits or adjustments to Merchants for traffic generated by your Site. You further agree that Connexity shall have no obligation to issue any Payment(s) to you if Connexity has not received remittance from the relevant Merchant(s) of all monies due to Connexity. In the event of such non-payments or bad debts, Connexity reserves the right to offset future Payments to you or invoice you for such amount owed in its sole discretion. Your recourse for any such adjustment due to non-payment shall be to make a claim against the relevant Merchant(s), and Connexity disclaims any and all liability for such Payments.

9.2

Subject to these Terms, including, without limitation, your satisfaction of and continued compliance with all Eligibility Requirements, Connexity will issue the Payment for the previous month's activity forty-five (45) days after the last day of that month, subject to a minimum Payment of twenty-five dollars ($25.00), or such other minimum payment as Connexity may establish ("Minimum Payment"). Account balances of less than the Minimum Payment will remain in your Account until a balance of the Minimum Payment is met. Connexity will make one or more methods, by which to receive Payments, available to you, in our sole discretion. Notwithstanding the foregoing, for any Payment(s) that is less than a certain monetary threshold as determined by Connexity, in its sole discretion, Connexity reserves the right (but has no obligation) to issue such Payment(s) to you via PayPal to the email address on file in your Account. All Payments under these Terms will be made in U.S. Dollars. We reserve the right to assess a charge on your Account of ten dollars ($10.00) for each attempted issuance of a Payment to you which is returned or undeliverable.

9.3

We reserve the right to suspend, withhold or adjust any Payment to you in the event of any suspected or actual violation of these Terms or part thereof, or other policy or guideline established by Connexity in connection with the Program (including, but not limited to reviews of merchant credit requests), and in particular we reserve the right to suspend, withhold or adjust any Payment based on any amounts which result from clicks generated by any person, robot, automated program or similar device in violation of the Terms, as reasonably determined by Connexity, including without limitation any valid clicks co-mingled with invalid clicks. You agree to forfeit and/or have offset any payments made which are determined by Connexity (in our sole absolute discretion) to have been generated by you or from your Site in violation of these Terms or other policy or guideline established by Connexity in connection with the Program.

9.4

You agree to pay all applicable taxes, including any applicable value added tax (VAT) or other similar taxes, imposed by any government entity in connection with your participation in the Program. You are solely responsible for providing and maintaining accurate contact and payment information in connection with your participation in the Program. U.S. taxpayers must provide, among other information, a valid U.S. tax identification number and a fully-completed Form W-9. Non-U.S. taxpayers must provide either a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, and signed certification that the taxpayer does not have U.S. activities as required by the U.S. tax authorities.

9.5

Any questions or claims by you regarding any charges or payments must be raised with us in writing within sixty (60) days after the date such charges are accrued or payments issued, or else the charges or payments will be deemed final and will not be subject to any further claims or disputes. No refunds, credits or other billing adjustments will be made if a question or dispute is not asserted by you in writing within sixty (60) days of the date on which the applicable charges are accrued or payments issued. Payment shall be calculated solely based on records maintained by Connexity.

10.

Program Management

We may, for any period of time, suspend the Program, the use of any or all Connexity Property (including any Shopping Content Technology), or your Account, in whole or in part, to: (a) undertake any routine or emergency maintenance to the Program, the Shopping Content Technology or the Connexity Network; (b) to maintain the security and/or integrity of our network, hardware, other technology or associated systems or those of our suppliers; (c) any unusual increases in traffic or quality of traffic on your Site; or (d) the actual or alleged violation of the Terms by you. We reserve the right, in our sole absolute discretion, to change all or any part of these Terms and/or other policies or guidelines related to the Program, including but not limited to prohibiting certain Site content, changing the basis of compensation and/or changing the payment schedule. We further reserve the right to change or discontinue the Program altogether. We may make these changes at any time, by posting such changes to the Program portion of our web site. It is your responsibility to check our web site for changes or updates to the Program and/or the Terms. Changes or updates to the Program or the Terms shall be effective immediately upon our posting such changes or updates. If you do not agree with a change or update to the Terms or the Program, your sole and exclusive remedy is to terminate the Terms, remove all Sponsored Shopping Content from your Site, stop use of the Shopping Content Technology, and end your participation in the Program. Your continued participation in the Program will constitute your acceptance of the then-current Terms.

11.

Prohibited Activities

You agree that you will not (and will not permit or encourage any other person or company to) engage in any of the following activities:

(a)

artificially inflate traffic counts to the Connexity Network or participating Merchants using any robot, automated program or similar device or other means, (including manual), or permit, allow or encourage anyone else to do so. You further agree not to place Sponsored Shopping Content in search engine advertising, newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks;

(b)

place Sponsored Shopping Content in a misleading way for any user, obscuring or partly obscuring the Sponsored Shopping Content from any user's view;

(c)

click on, or provide users of your Site or any other party any incentives or encouragement to click on the Sponsored Shopping Content (including but not limited to displaying "support this Site" content);

(d)

modify, alter, impair or disable or otherwise interfere with the Sponsored Shopping Content or Connexity Materials, or any related Analytics Code or other application or process established by Connexity in connection with the Program, including display of any web page or other content as an alternative to the web page directed by Connexity for the Sponsored Shopping Content;

(e)

disparage the Program, Connexity, participating Merchants or other third parties, or otherwise make statements or take actions that would or might harm the business of Connexity or otherwise be detrimental to its interests;

(f)

send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise in connection with the Program;

(g)

display Sponsored Shopping Content on any page within your Site that also includes or features: (1) unlawful, defamatory, threatening, pornographic, or otherwise objectionable material of any kind or nature, (2) any material that encourages conduct that could constitute a criminal offense, or (3) that infringes or violates the intellectual property rights or rights of publicity of others;

(h)

use the Shopping Content Technology in a manner not authorized by these Terms; or

(i)

overwrite a URL in a web browser by any means with any Program related link or URL without the consent or action of the user.

12.

Intellectual Property Rights

You acknowledge our exclusive right, title, and interest in and to the service marks "Connexity ®", "Bizrate.com ®", "Shopzilla ®", "Beso ®", PrixMoinsCher, Spardeingeld, the flaming shopping cart and all other trademarks, service marks and trade names associated with the Connexity Network, including all content on our web sites ("Connexity Marks"). You acknowledge and agree that you shall not have or obtain any rights in any of the Connexity Marks, and that you will not adopt, use or attempt to register any trademarks or trade names that are confusingly similar to the Connexity Marks nor will you purchase or use in any manner any of the Connexity Marks in your search engine or other marketing activities. You also acknowledge that all right, title and interest in and to the Connexity Materials, Connexity Marks, Analytics Code, Analytics Data, the API Data, and Shopping Content Technology are exclusively owned by Connexity and/or its Affiliates and licensors (collectively, "Connexity Property"). You agree that you will not dispute or contest Connexity's and where applicable its Affiliates or licensors exclusive ownership of all or any part of the Connexity Property. We reserve all rights not expressly granted in these Terms and no implied licenses are granted.

13.

Indemnification

You hereby agree to defend, indemnify and hold Connexity, its Affiliates and Merchants and each of their respective directors, officers, employees, contractors, and licensors ("Indemnified Parties") harmless from any and all claims, liabilities, costs and expenses, including reasonable attorney's fees and costs, that the Indemnified Parties may suffer as a result of: (a) claims that arise from or relate to your participation in the Program or any other Connexity service; (b) any breach by you of these Terms or of any representation made by you or obligation entered by you hereunder; or (c) any claim of violation of a third party's privacy rights, or any third party claim relating to your Site or any content thereon, including any claim of infringement or misappropriation of any other party's intellectual property or proprietary rights. You shall not enter into any settlement or admit any fault or liability that affects any Indemnified Party without that Indemnified Party's prior written consent.

14.

Warranty Disclaimers

YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK. THE PROGRAM AND ALL CONNEXITY PROPERTY ARE MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE. NEITHER CONNEXITY NOR ANY OF ITS AFFILIATES, AGENTS OR MERCHANTS MAKES ANY WARRANTY, CONDITION OR REPRESENTATION WHATSOEVER REGARDING THE PROGRAM, THE CONNEXITY PROPERTY, OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE CONNEXITY NETWORK. CONNEXITY HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL EXPRESS OR IMPLIED CONDITIONS, WARRANTIES OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, (1) AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF THE CONNEXITY NETWORK INCLUDING THE SPONSORED SHOPPING CONTENT OR THE CONNEXITY MATERIALS, OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE PROGRAM OR ANY OTHER CONNEXITY PROPERTY, OR AS TO THE CUSTOMERS, CLICKS, TRAFFIC OR OTHER BENEFITS TO BE GENERATED BY ANY CONNEXITY SERVICE, OR THAT THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE; AND (2) ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

15.

LIABILITY LIMITATIONS

15.1

ANY LIABILITY OF CONNEXITY OR ANY OF ITS AGENTS, MERCHANTS, OR AFFILIATES INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE AMOUNT YOU HAVE BEEN PAID BY CONNEXITY FOR YOUR PARTICIPATION IN THE PROGRAM IN THE TWO (2) MONTH PERIOD IMMEDIATELY PRIOR TO THE LIABILITY OCCURRING.

15.2

IN NO EVENT SHALL CONNEXITY OR ANY OF ITS AGENTS, MERCHANTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUES, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS, LOSS OF GOODWILL, DEFAMATION OR LOSS OR DAMAGE TO DATA THAT ARISE FROM ANY ASPECT OF YOUR PARTICIPATION IN THE PROGRAM OR ANY BREACH OR ERROR BY CONNEXITY OR ITS AGENTS OR MERCHANTS, WHETHER OR NOT CONNEXITY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3

THIS LIMITATION ON SUCH DAMAGES SHALL APPLY WHETHER OR NOT CONNEXITY IS ABLE TO CORRECT ANY PROBLEM OR ERROR, AND WHETHER OR NOT CONNEXITY HAS BREACHED ANY WARRANTY OR OBLIGATION, OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY OTHER REMEDY, IT BEING THE INTENTION OF THE PARTIES TO ALLOCATE THE RISK OF SUCH DAMAGES AS PROVIDED HEREIN IN ALL CIRCUMSTANCES AND YOU ACKNOWLEDGE THAT CONNEXITY WOULD NOT HAVE ENTERED INTO THESE TERMS OR OFFERED THIS PROGRAM BUT FOR THIS LIMITATION ON SUCH DAMAGES. NOTHING IN THESE TERMS LIMITS OR EXCLUDES OUR LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE OR FOR ANY DAMAGE OR LIABILITY INCURRED BY YOU AS A RESULT OF OUR FRAUD OR FRAUDULENT MISREPRESENTATION.

16.

Term and Termination

These Terms and your participation in the Program will begin upon our acceptance of your Application, your satisfaction of the Eligibility Requirements described above, and your agreement to and compliance with these Terms and will end when terminated by either you or us pursuant to these Terms (the "Term"). If you are dissatisfied with the Program or with any changes to the Terms or the Program, your sole and exclusive remedy is to terminate your participation by giving us written notice as provided below. Notwithstanding anything contained in the Terms to the contrary, we may, in our sole and absolute discretion, terminate these Terms or suspend or terminate your Account and/or discontinue your participation in the Program or any other Connexity service, effective upon notice to you, at any time and for any reason, including but not limited to: (a) actual or suspected failure to meet the Eligibility Requirements; (b) actual or suspected violation of Section 11 (Prohibited Activities); (c) any non-compliance with Section 7 (Analytics Code) above; (d) failure to generate at least twenty-five ($25.00) in Payments, in the aggregate, over the course of twelve (12) consecutive months; (e) failure to provide accurate or complete payment information within twelve (12) months after notice of such deficiency has been issued; or (f) any other actual or suspected violation of these Terms. All decisions made by us in this matter will be final and you agree that we shall have no liability with respect to such decisions. You understand and acknowledge that you do not have any vested right or enforceable interest to participate in the Program.

17.

Effect of Termination

Upon termination of these Terms, whether by you or us, you may, except as otherwise provided herein, receive Payments owed to you up to the effective date of termination. In addition, upon any termination, all license rights and other privileges granted to you herein shall terminate immediately, and you shall immediately cease use of any Connexity Property, including the immediate removal of all Sponsored Shopping Content, other Connexity Materials, and Shopping Content Technology from your Site. Sections 4, 5, 8 through 17, 20, 22, and 23 shall survive the termination of these Terms.

18.

Notices

We may give general notices to participating Publishers by postings on the Program portion of our web sites (using commercially reasonable efforts to notify you via email of any such postings), and you agree to be bound thereby. Notices specific to you will be sent, if possible, by electronic mail to the email address on file within your Publisher Account or otherwise by postal mail, overnight delivery service or in person. Any such notice shall be deemed received by you and effective (i) on the date that Connexity sent the notice via email; or (ii) two (2) days from the date Connexity sent the notice if by postal mail or overnight delivery service. You may give notice to us by Contacting Us, or otherwise by postal mail or overnight delivery service to:

Connexity, Inc.
Attention: Legal Dept.
2120 Colorado Ave.
Suite 400
Santa Monica, CA 90404

19.

Force Majeure

We shall have no liability to you under these Terms if we are prevented from, or delayed in performing, our obligations or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Connexity or any other party), failure of the Internet, a utility service, communications network or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

20.

Confidential Information

You agree not to disclose or share with any third party any confidential or proprietary materials or information regarding Connexity's or its Affiliates respective business affairs that you may have received or had access to by reason of your participation in the Program, the nature of which is clearly confidential or proprietary ("Confidential Information"). You agree to protect such Confidential Information with the same degree of care as you would apply to your own information of a similar nature, but in no event less than reasonable care. You agree that you will not make any use of any such Confidential Information other than as strictly necessary for the purposes of performance of these Terms. You acknowledge that the Confidential Information is the sole and exclusive property of Connexity. The confidentiality obligations in this clause shall not apply to any information which is or subsequently becomes available to the general public other than through a breach of these Terms or is already known to you before disclosure. Upon termination of these Terms, you shall return or, at our option, destroy all Confidential Information and all copies thereof, provided however that your non-disclosure and duty of care obligations with respect to our Confidential Information shall survive. These Terms supersede any prior confidentiality Terms that may have been signed by you.

21.

Press Releases

You will not issue any press release or make any other public statement regarding your participation in the Program or the terms of these Terms without the prior written consent of Connexity.

22.

Dispute Resolution

22.1

YOU AND WE AGREE THAT ALL DISPUTES RELATED TO THE PROGRAM OR THE TERMS SHALL BE RESOLVED BY BINDING ARBITRATION. THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW AND THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS, WILL GOVERN THESE TERMS AND ANY DISPUTES ARISING BETWEEN YOU AND US. TO THE EXTENT THAT ANY CLAIM IS PERMITTED TO BE FILED IN A COURT OF LAW, YOU AND WE CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF LOS ANGELES COUNTY, CALIFORNIA. NOTWITHSTANDING THE FOREGOING, WE MAY ELECT TO FOREGO ARBITRATION WITH RESPECT TO ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION CLAIM, A CLAIM FOR ANY ACTUAL OR ALLEGED BREACH OF CONFIDENTIALITY, OR A CLAIM FOR BREACH OF THE INDEMNIFICATION OBLIGATIONS.

22.2

BY ENTERING INTO THESE TERMS OR PARTICIPATING IN THE PROGRAM OR OTHER CONNEXITY SERVICE, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OF A DISPUTE RELATED TO THE PROGRAM OR THESE TERMS WILL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO ANY EQUIVALENT OR SIMILAR TERMS OR OTHERWISE PARTICIPATING IN THE PROGRAM OR OTHER CONNEXITY SERVICE, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE.

22.3

NO ARBITRATION PROCEEDING OR OTHER LEGAL ACTION MAY BE COMMENCED REGARDING ANY DISPUTES ARISING OUT OF, RELATING TO OR CONNECTED WITH THESE TERMS, THE PROGRAM OR ANY PART OF THE CONNEXITY SERVICE MORE THAN ONE (1) YEAR AFTER THE DATE THAT THE ALLEGED BREACH OR OTHER GROUNDS FOR DISPUTE ORIGINALLY OCCURRED.

23.

General Provisions

You acknowledge and agree that you are operating as an independent contractor and are not a partner, franchisee, agent, employee or joint venturer of Connexity. This is not an exclusive relationship or agreement. We reserve the right to provide the Connexity Property to other individuals or utilize the Connexity Property ourselves, even if such use by another individual or our use would be competitive to your Site. Any failure by either you or us to insist upon or enforce strict performance of any provisions of these Terms shall not be construed as a waiver of any provisions or right. Neither the course of conduct between any member nor trade practices shall act to modify any provision of these Terms. These Terms constitutes the entire agreement between us with respect to your participation in the Program. You shall not assign or sub-contract or purport to assign or sub-contract these Terms or any of your rights or obligations thereunder without our prior written consent. We may assign or sub-contract these Terms or any of our rights or obligations contained herein. If any term or condition of these Terms shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other term or condition all of which shall remain in full force and effect.

This Connexity Program Participation Terms was last modified on September 19, 2013.

Schedule 1

Shopping Content Technology License and Terms of Use

Connexity may provide certain tools, widgets, web APIs, and other related technologies to assist you in displaying Sponsored Shopping Content on your Site, including but not limited to the following technologies described below (collectively "Shopping Content Technology"):

Catalog API: The Catalog API provides you with intuitive access to Sponsored Shopping Content via a query-based web service producing an XML response.

HTTP Data Feeds: The JSON Data Feed product allows you to download comprehensive JSON feeds of merchant offers from a single HTTP location, choosing the categories relevant to your website, or our entire inventory of Sponsored Shopping Content.

Beso Widget: The stand-alone embedded web application provided by Connexity which allows you to create and display banner ads with Sponsored Shopping Content specific to the Beso.com website.

Additional Technologies: Bizrate Product Search Widget, Search Boxes, and Dynamic Assets

Permission

Subject to these Terms and your initial and ongoing compliance with the Terms and usage restrictions set forth in Section 2 below, you shall have a non-exclusive, revocable, non-transferable, non-sublicensable, limited right to access and use the Shopping Content Technology during the period of your participation in the Program and solely for purposes of displaying Sponsored Shopping Content on your Site, but not otherwise.

Usage Restrictions

2.1

You shall not, nor allow any third party to: (i) resell, rent, lease, loan, or otherwise distribute or transfer the Shopping Content Technology to any third party; (ii) make any use of the Shopping Content Technology for any purpose independent of your Site; (iii) modify, adapt, alter, translate, or create derivative works of the Shopping Content Technology; or (iv) reverse engineer, decompile, decode, or disassemble the Shopping Content Technology;

2.2

To obtain access to the Catalog API or HTTP Data Feed you must first submit an application for use and be approved by us. We reserve the right to reject any application for use for any reason, in our sole and absolute discretion. In addition to the restrictions set forth in Section 2.1 above, if you are using the Catalog API or HTTP Data Feeds, you must:

2.2.1

Use direct Merchant links for comparison shopping displays only. Prices and respective Merchant names must be listed with each product displayed.

2.2.2

Where you choose to display a product for comparison shopping purposes, you must display a minimum of three (3) merchant offers for such product. If there are fewer than three (3) offers available for a product, all available offers must be displayed. When there are more than three (3) offers available for a product, if all available offers are not displayed on the page, a "see all offers" link must be clearly available that either links to a page on the Site that shows all offers or links directly to the Bizrate.com "Compare Stores & Prices" page for that product.

2.2.3

Only use the Catalog API, HTTP Data Feeds, and all other Connexity Materials and Sponsored Shopping Content on or in connection with your Site unless we agree otherwise in writing.

2.2.4

Not make excessive calls to the Catalog API (e.g., more than 200,000 calls per day) as determined by Connexity in its sole discretion. Traffic increases over twenty percent (20%) must be discussed with Connexity prior to such increase. In addition, you are required to refresh the cache of the Sponsored Shopping Content no less frequently than every six (6) hours.

2.2.5

Update to refresh HTTP Data Feeds within six (6) hours of the latest data feed published. Monetization of the HTTP Data Feeds may be affected if you fail to update or if another technical issue arises. We will make commercially reasonable efforts to update the HTTP Data Feeds at least once per day, but shall in no way be held liable if we fail to do so. Publishers are responsible for updating and refreshing their Sponsored Shopping Content, including product offer data within six hours of the latest HTTP Data Feed being published to the HTTP location.

2.2.6

Keep all data and information available through the Catalog API and HTTP Data Feeds, including API authentication key, HTTP location, and HTTP login information (collectively "API Data"), strictly confidential. This also includes a prohibition on the sharing or distribution of any technical specification or documentation that we provide you.

2.2.7

Not sell, resell, redistribute, sublicense, or transfer any API Data; or any application that utilizes API Data or the HTTP Data Feed or that incorporates or displays API Data.

Updates

You understand and agree that we may modify, update, or remove the features or functionality of any or all of the Shopping Content Technology at any time. Additionally, we reserve the right to terminate your access and use of the Shopping Content Technology, with or without notice, for any reason or no reason, in our sole and absolute discretion.

Schedule 2

MINIMUM TERMS YOU MUST INCLUDE IN YOUR PRIVACY POLICY:

Cookies and Web Beacons

We and the third parties we authorize may receive and store certain types of non-personally identifiable information whenever you interact with us by using "cookies," "web beacons" and analogous technology. "Cookies" are small files that are placed on your computer or your internet browser memory to enable the owner of the cookie to recognize your browser and to provide convenience and other features to you. It is important to note that the cookies that we use, or permit others to use, do not contain and are not tied to personally-identifiable information about you.

You may be able to direct your internet browser not to allow cookies and you can typically delete existing cookies from your computer at any time. Please note, however, if you set such browser settings or delete existing cookies then some elements of our website may not function properly or be available to you.

Preference Based Advertising

We also work with and permit certain third parties, including, but not limited to advertising networks and website analysis firms, to place cookies on your computer or browser when you view, click or otherwise interact with advertisements that are featured on our website. These third party cookies and analogous technology are used to gather non-personally identifiable information about your activities on our website and third party sites you may visit to serve you with advertisements that are relevant to your interests and preferences while you are on third party sites. Some of these third parties participate in the Digital Advertising Alliance ("DAA"), an industry self-regulatory program to give consumers a better understanding of and greater control over ads that are customized based on their online behavior across different web sites. To learn more and make choices about preference-based ads from participating third parties, please visit the DAA website at www.aboutads.info.

Updates to this Privacy Policy

We may update or change this Policy from time to time, with or without any advance notice. The date of the last change or update to this Policy shall be noted at the end of this Policy, and any changes made will be effective upon posting of the revised version. If there are material changes in the way we handle your personally-identifiable information, or to the Policy itself, including changes to the Preference Based Advertising practices set forth above, we will notify you using direct means, at our discretion either through displaying a notice on our website or by sending you an email, so that you may review the changed terms and consent to them prior to continuing to use our website. We encourage you to check this policy whenever you use our website and services to understand how your personal information is used.

Schedule 3

SAMPLE POLICY

NOTE: THIS POLICY IS PROVIDED FOR ILLUSTRATION PURPOSES ONLY.

PLEASE READ THIS PRIVACY POLICY CAREFULLY BEFORE USING OUR WEBSITE OR SERVICES. BY ACCESSING OR USING OUR WEBSITE OR OUR SERVICES (OTHER THAN TO READ THIS PRIVACY POLICY FOR THE FIRST TIME), YOU AGREE TO THIS PRIVACY POLICY.

Introduction

Maintaining your privacy is one of our highest priorities. Accordingly, we have created this privacy policy ("Policy") to explain our practices for the collection, use, and disclosure of your information as it relates to your use of our website and services (the "website").

Information we Collect

We collect two types of information from users through our website: personally identifiable information ("PII") and non-personally identifiable information ("non-PII").

PII identifies you individually. We may collect PII such as: (a) your contact information (e.g., your name, email address, physical address, or phone number) that you may provide to us in filling out forms or when you enter into a contest or promotion on our website; or (b) photographs or other information about yourself that you may upload or post to our website through comments or otherwise, including information on your gender, sexual orientation, marital status, religious views, age, occupation, or other similar information.

Non-PII does not identify you as an individual. We may collect non-PII such as: (a) certain non-personal data when you visit our website, such as the type of operating system or browser you are using, the URL of sites from which you arrive or leave our website and how you interact with our website, your internet service provider, your mobile carrier; or (b) user information in a non-personal, aggregate format for statistical and research purposes.

Your Consent

We will collect, use, or disclose your PII only with your knowledge and consent, except where required or permitted by applicable laws, regulations, ordinances, or as compelled by a court of law or other government body of competent authority. When you choose to provide us with your PII you consent to the use of your personal information as identified in this Policy (i.e., in connection with your use of our website and services) and as may be further identified at the time of collection. You may notify us at any time that you wish to withdraw or change your consent to our use and disclosure of your personal information. We will accommodate your request subject to any legal and contractual restrictions.

How We Collect Your Information

We may use a variety of methods to collect information from you, as described in this section below.

4.1

Our Website: When you use our website, it collects the Internet Protocol (IP) address of your computer, the IP address of your Internet Service Provider, the date and time you access our website, the Internet address of the website from which you linked directly to our website, the operating system you are using, the internet browser you are using, the sections of the website you visit, the website pages read and images viewed, and the content you download from the website. This information is used for website and system administration purposes and to improve our website.

4.2

Cookies and Web Beacons: We and the third parties we authorize may receive and store certain types of non-PII whenever you interact with us by using "cookies," "web beacons" and analogous technology. "Cookies" are small files that are placed on your computer or your internet browser memory to enable the owner of the cookie to recognize your browser and to provide convenience and other features to you. It is important to note that the cookies that we use, or permit others to use, do not contain and are not tied to PII about you. You may be able to direct your internet browser not to allow cookies and you can typically delete existing cookies from your computer at any time. Please note, however, if you set such browser settings or delete existing cookies then some elements of our website may not function properly or be available to you.

4.3

Preference Based Advertising: We also work with and permit certain third parties, including, but not limited to advertising networks and website analysis firms, to place cookies on your computer or browser when you visit our website and/or when you view, click or otherwise interact with advertisements that are featured on our website. These third party cookies and analogous technology are used to gather non-PII about your activities on our website and third party sites you may visit to serve you with advertisements that are relevant to your interests and preferences while you are on third party sites. Some of these third parties participate in the Digital Advertising Alliance ("DAA"), an industry self-regulatory program to give consumers a better understanding of and greater control over ads that are customized based on their online behavior across different web sites. To learn more and make choices about preference-based ads from participating third parties, please visit the DAA website at www.aboutads.info.

4.4

Third Party Sites and Links: Our website may contain links to other websites or Internet resources which are provided solely for your convenience and information. When you click on one of those links you are contacting another website or Internet resource. We have no responsibility or liability for, or control over, those other websites or Internet resources or their collection, use and disclosure of your personal information. We encourage you to read the privacy policies of those other websites to learn how they collect and use your personal information.

Disclosure or Sharing of Information

We may disclose PII and Non-PII to:

our third party service providers who perform functions on our behalf in connection with the operation of the website, e.g., providers who host and manage data, process credit card orders, deliver our merchandise, etc.;

participating sponsors to a program or promotion you enter through our website;

our parent company, subsidiaries or other affiliated companies ("affiliated companies") for operational, marketing and promotional purposes;

promotional partners and others with whom we have marketing or other relationships; and

our other users where you choose to publicly post reviews, comments or other information relating to products or services, communicate with other users via public forums (e.g., forums, message boards, bulletin boards, etc.).

In addition, we use non-PII to help analyze site traffic, understand customer needs and trends, and carry out targeted promotional activities (see "Preference Based Advertising" above). We may use your non-PII by itself or aggregate it with information we have obtained from others to produce research reports and other information and data about online shopping for participating merchants and other customers, as well as media and other interested parties.

Securing Your Personal Information

We maintain appropriate and commercially reasonable administrative, technical, personnel and physical measures in order to protect your personal information. Unfortunately, however, since the internet is not a 100% secure environment, we cannot ensure or warrant the security of any information you transmit to us. We cannot guarantee that information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards. By accessing the website you acknowledge and accept this risk.

Accessing and Updating Your Personal Information

If your personal information changes in any way or you realize the information you provided to us contains errors or is incomplete, we invite you to supplement, correct or update your information as soon as possible. You can request changes or access to your information by contacting us.

Updates to this Privacy Policy

We may update or change this Policy from time to time, with or without any advance notice. The date of the last change or update to this Policy shall be noted at the end of this Policy, and any changes made will be effective upon posting of the revised version. If there are material changes in the way we handle your PII, or to the Policy itself, including changes to the Preference Based Advertising practices set forth above, we will notify you using more direct means, at our discretion either through displaying a notice on our website or by sending you an email, so that you may review the changed terms prior to continuing to use our website. We encourage you to check this Policy whenever you use our website and services to understand how your personal information is used.

Acceptance

Your use of our website, including any dispute concerning privacy, is subject to this Policy as well as to our Terms of Use and Terms of Service for the website. BY USING OUR WEBSITE, YOU ARE ACCEPTING THE PRACTICES SET OUT IN THIS PRIVACY POLICY. Please be aware that as we may update this Policy from time to time, and your continued use of any portion of our website following an updated posting of this Policy will constitute your acceptance of any changes made to it.

10.

If you have any questions or comments about this Privacy Policy, please contact us.