180solutions, Inc. Affiliate Code of Conduct

Notice Required. Affiliate agrees to accurately provide easy to read and understand notice and information to all end users of Company products and all other applications that are bundled with Company products before initiating a download to and installing the products or applications on an end user's computer, and to give such end user an easy and appropriate method to agree or not to agree to such installation. Affiliate shall under no circumstances attempt to launch a Company product executable without first displaying the above-described messaging and receiving explicit user consent for the installation. Company reserves the right to approve final wording of this messaging and to require periodic changes as necessitated by changes to Company products or for other business reasons. In addition, each installation of Company products by Affiliate must include and be subject to the then current Company End User License Agreement (EULA).

Ability to Easily Un-Install Required. Affiliate will ensure that the end user may easily remove and/or uninstall not just the Company products, but each and every other application bundled with Company products by using the Microsoft Windows "Add or Remove Programs" menu. Affiliate will also ensure that all applications bundled with Company products adhere to terms no less restrictive than those contained in this code of conduct. Other products or applications that act as program "Trojans" (installing additional applications without full product descriptions and EULA acceptance) shall not be bundled with any Company product.

Audit Rights. At any time, Company will be allowed to test all products with which a Company product (or, without limitation, any portion or derivation thereof) is bundled to ensure Affiliate's compliance with the guidelines and terms herein. Neither the conducting of such testing, nor the failure to do so, will act as any certification or other affirmation that Affiliate is in compliance with the terms and conditions herein nor relieve Affiliate from any liability hereunder.

No Spam. Company does not accept any form of spam and detects/discards all traffic from unsolicited email, newsgroups, ICQ, unauthorized adjustment of default home page or search features within standard browser settings and all other methods other than that generated from an active human. Spamming by any of these methods will cause the responsible Affiliate account to be terminated. Only one account is allowed per company or organization unless agreed to in writing by Company; however, Affiliate may use this account for multiple domains and/or websites.

No Unlawful URLs. The action of sending any hits from any URLs or any materials protected by DRM technology that contain and/or promote the following content: warez, MP3s, ROMs, EMUs, newsgroup postings, spam emails, or any other site that contains content or promotes activities that are illegal in the United States of America is not permitted.

No Fraudulent Installs. Affiliate shall not generate or facilitate fraudulent or artificially created installs, including without limitation installs generated through (i) forced, automated, mechanical or electronic means (including hitbots, multiple clicking scripts, hidden links, incentivizing surfers or any other similar activity), or (ii) unsolicited emails, electronic data mining, harvesting or other similar means of generating artificial activity (e.g., transfers generated by a bot, macro program, internet agent or other similar device). Affiliate may not send traffic to Company by any type of automatic installs, browser exploits, viruses, bots or by any other means, even if otherwise legitimate, not pre-approved by Company, in writing.

Compliance with Laws. Affiliate will perform its obligations pursuant to this code of conduct in accordance with all applicable laws, rules and regulations. Without limiting the generality of the foregoing, Affiliate will: (a) not engage in any unfair or deceptive trade practice involving the promotion or distribution of the Products; (b) not include on any Affiliate Site any content or material that (i) is defamatory, libelous, slanderous or offensive, or (ii) infringes the rights of any party or any law, regulation or legal authority including without limitation, rights of publicity or privacy; (c) not make any false, misleading or disparaging representations or statements with regard to the Products or Company; (d) post and comply with a privacy policy clearly setting forth its practices regarding the collection, use and dissemination of User personally identifiable information; and (e) not infringe, misappropriate or violate any Proprietary Rights of Company or any third party.

Affiliate Responsibility. Affiliate is solely responsible for any Affiliate Site(s) and all content that appears on and any collection of information by Affiliate on Affiliate Site(s). Affiliate may use or display Company materials only in the size, place and manner Company may indicate within Affiliate Site(s) and only in a manner that complies in all respects with Company's guidelines, as the same may be modified from time to time by Company in its sole discretion. In addition, Affiliate is responsible for the actions of its partners and affiliates and will ensure that each partner and affiliate agree in writing to terms and conditions no less restrictive than those contained herein, and that appropriate messaging and EULA acceptance precedes every installation of a Company product and every other product that is bundled with a Company product.

Violations of Code of Conduct - Disgorgement of Profits and Liquidated Damages. (1) If Affiliate discovers a partner or affiliate (either direct or indirect) is in violation of any of the terms and conditions of this code of conduct, in Company's sole discretion, then Affiliate agrees to immediately call such action to the attention of Company and to immediately terminate its relationship with such partner or affiliate. In addition, Company may withhold payment for the improper installations and Affiliate shall be subject to liquidated damages as set forth in the immediately following paragraph. (2) If Company determines without Affiliate assistance as set forth in (1) above, that Affiliate or one of its partners or affiliates (either direct or indirect) is in violation of any of the terms and conditions of this code of conduct, in Company's sole discretion, then Company shall immediately notify Affiliate and Affiliate agrees that it will immediately terminate its relationship with such partner or affiliate. In addition, Company may withhold payment for the improper installations and Affiliate shall be subject to liquidated damages as set forth in the immediately following paragraph. If, under either (1) or (2) above, Company has already paid for improper installations, Affiliate agrees to refund all such amounts to Company within 3 business days after the Company sends notice to Affiliate of the improper installations, and Affiliate shall still remain subject to the liquidated damages set forth in the immediately following paragraph. The foregoing shall in no way limit the legal or equitable rights or remedies available to Company in connection with a violation of the above requirements, or otherwise.

The parties agree that strict compliance with the terms and conditions of this code of conduct is at the essence of the relationship between Affiliate and Company. The parties further agree that damages from breach of this code of conduct may be difficult to calculate. Accordingly, the parties agree, in addition to any indemnification or refund obligations herein, and without limitation to any other legal or equitable rights or remedies, to liquidated damages calculated as follows: (a) in the case of (1) above, equal to an amount equal to what Company did pay or would have paid Affiliate if the installs had been proper, and (b) in the case of (2) above, equal to two times (2x) the amount equal to what Company did pay or would have paid Affiliate if the installs had been proper.

Indemnification for Violations of the Code of Conduct. If any claim is made, or any action or proceeding is instituted, against Company that alleges or is based upon or arises out of Affiliate's breach of any representation, warranty or obligation arising under this code of conduct, Affiliate shall indemnify and hold Company harmless from all damages, awards, costs and expenses (including reasonable attorney fees) associated therewith. Such indemnity is in addition to any other indemnity (either in the affiliate agreement or otherwise) made by Affiliate.

Definition. For purposes of this code of conduct, a "bundled" product or application includes all other products or applications that may be downloaded to, and installed on, the end user's computer at the same or at a later time by an application or product delivered at the same time as or otherwise connected to the Company product, excluding new version updates and upgrades to the initially delivered application or product.

Changes. Company reserves the right to change the terms of this code of conduct at any time without notice to Affiliate, and by continuing to participate as a Company partner, Affiliate agrees to be bound by such revised terms. Company will post those changes on the code of conduct page of the applicable website. Affiliate's continued participation as a Company partner following the posting of such changes to the code of conduct will constitute Affiliate's acceptance of any such changes.