The following are the terms and conditions for participants in the ThankYouPages affiliate program ("affiliate"). Applicants for the affiliate program must agree to these terms before being accepted into the program. ThankYouPages may change these terms of service at any time, without notification, though changes will be posted at this URL (http://www.thankyoupages.com/tac/). Affiliates agree to abide by any changes within calendar seven days of the posting. Continued use of the affiliate program by an affiliate after those seven days constitutes acceptance of the revised terms. If you do not agree to the revised terms, you must then contact us and terminate your participation in the affiliate program.

• ThankYouPages uses a revenue share model to compensate its affiliates. For all paid advertising options, each affiliate will earn a percentage of the revenue from the ThankYouPages system attributable to the affiliate's users. This percentage is listed on the ThankYouPages Web site, but may be changed at any time at ThankYouPages' discretion, or set to a different rate by ThankYouPages on a global or on an individual account basis. ThankYouPages will cover costs such as fixed costs, overhead, and bad debt from its portion of the revenue.
• This current percentage is set at Fifty-five (55) percent of the revenue generated going to affiliates, with Focalex retaining Forty-five (45) percent.
• ThankYouPages additionally will reject data and not count as a part of an affiliate's activity any data that is deemed invalid. This includes, but is not limited to, fraudulent data, invalid data, inaccurate data, completion of the ThankYouPages form by persons under the age of 13, or submissions from countries not then appearing on the list of eligible countries.
• There is a minimum payout balance of $25 required for a check to be issued. If the balance of an affiliate's account is less than $25, the balance will roll over to the next month, until the minimum payout balance is met. If an affiliate terminates its activity and does not meet the minimum payout, ThankYouPages reserves the right to withhold payment or cancel the payout.
• If an affiliate's account has been terminated due to violation of these terms and conditions, ThankYouPages reserves the right to cancel any outstanding payments due to that affiliate.
• ThankYouPages pays on a monthly basis and issues checks typically 30 days after the month's completion.
• Checks not cashed or inquired about within 6 months will be considered forfeited.
• Because the exact amount of revenue earned from third party advertisers will not be immediately available, ThankYouPages will make best estimates of third party advertising revenue and apply it to affiliate statistics. These estimates are updated hourly or when ThankYouPages receives new information. Thirty days after the end of a calendar month, all earnings for that month are finalized, and checks are issued.
• ThankYouPages' statistics will prevail in determining the amount of revenue an affiliate has generated.
• ThankYouPages may pay for downtime in its sole discretion. ThankYouPages is under no obligation to do so, and is not liable for any system downtime, downtime caused to a site by use of the form, or any other types of downtime. Should it choose to pay for downtime, ThankYouPages may pay double the lost earnings attributable to a downtime period.

Each person that applies to be an affiliate ("applicant") must meet and continue to meet all of the following eligibility requirements:

• Applicant must be at least 18 years or older.
• Applicant warrants that he or she has the legal capacity to enter into a binding contract, and, if appropriate, has the authority to bind his or her principal or employers to this agreement, including all terms and conditions.
• Applicant must be based in the United States, Canada, United Kingdom, or Australia. This means that the applicant's principal place of business, as well as the applicant's servers, are physically located in one of these countries.
• Applicant must have a web site predominantly in English.
• Applicant must have traffic primarily targeted to the United States. ThankYouPages reserves the right to set specific minimum percentages of U.S. traffic for applicant's web site, with or without notification, for beginning and continued membership in the affiliate program.
• Applicant must be approved by ThankYouPages before beginning activity in the ThankYouPages system. Submitting an application to this affiliate program constitutes the express acceptance on the part of the applicant of the terms and conditions outlined herein, subject to ThankYouPages' acceptance or rejection of the application. Submission of an application is not an indication that the applicant is affiliated with or approved by this affiliate program.
• Applicant may have his or her application rejected for any reason at ThankYouPages' sole discretion, with or without explanation.
• Applicant must own his or her own top-level domain(s) and use ThankYouPages forms only on those domains.
• Applicant must have no less than 1,000 unique visitors a day.
• If you do not meet the eligibility requirements specified above, but have quality, U.S.-targeted traffic, you may contact us to request approval notwithstanding these requirements, which approval ThankYouPages may grant or refuse in its sole discretion. You will need to send detailed breakouts of your traffic, demographic details, and other ThankYouPages-requested site details before you will be considered.

• The affiliate is responsible for compliance with these terms and conditions. Failure to maintain these responsibilities can result in payment delay, cancellation of payments, or termination of account (with or without pay), at ThankYouPages' sole discretion.
• The affiliate is responsible for maintaining a valid e-mail address and phone number, provided to ThankYouPages. This is for use in support, investigations, urgent updates, and quality assurance.
• The affiliate is responsible for maintaining correct information in its profile, such as mailing address. This helps ensure the best quality of service, by preventing delays in payment due to invalid address and providing information for customer service. The affiliate will be responsible for the cost of cancellation and re-issue of a check, if the affiliate provided inaccurate postal mailing information or otherwise caused the delay in payment.
• The affiliate must respond to communications and other requests in a timely manner. Timely means that an affiliate must reply within seven calendar days of a communication or other request from ThankYouPages. Failure to do so can result in delayed payments or even termination of the affiliate's account.
• The affiliate may not assign this agreement, in whole or in part, to any other party without prior written consent from ThankYouPages.

• An affiliate that exhibits any of the unacceptable behavior defined in this section may be subject to termination or reduction of earnings, at ThankYouPages' sole discretion, including cancellation or reduction of affiliate's past, current, or future earnings, at ThankYouPages' discretion. In addition, ThankYouPages reserves the right to terminate the affiliate, without notice or explanation, upon discovery of any of these instances of unacceptable behavior on the part of the affiliate.
• An affiliate is not permitted to send traffic of primarily non-U.S. origin through the ThankYouPages system. ThankYouPages may require a certain minimum percentage of U.S. traffic, the amount or percentage of which ThankYouPages may or may not disclose.
• An affiliate is not permitted to use misleading advertising, text, or linking code with regards to any part of the ThankYouPages service. This includes links to ThankYouPages forms, as well as content within ThankYouPages forms and e-mail messages.
• An affiliate is not allowed to incentivize the use of ThankYouPages forms. This includes, but is not limited to, behavior such as requiring ThankYouPages usage to gain access to protected or hidden directories (including FTP); receiving discounts, coupons, points, or cash rewards for usage of ThankYouPages; or requiring ThankYouPages usage before allowing any particular activity, online or otherwise.
• An affiliate may not artificially inflate traffic counts nor inflate the use of any of ThankYouPages. services, and/or submit fake data to any of ThankYouPages' services.
• An affiliate is not allowed to automate the viewing of the ThankYouPages service, or the submission of data to the ThankYouPages system, such as by script, program or robot ("bot").
• An affiliate is not allowed to perform or continue to perform any activity that would make them ineligible for participation in the program.
• An affiliate that has defrauded any other sponsor is subject to termination, with or without pay, at ThankYouPages' discretion.
• An affiliate is not allowed to create more than one affiliate account per individual, company or organization, without prior written or email approval from ThankYouPages. ThankYouPages provides the means to generate forms for multiple sites from one account, rendering the need for multiple accounts unnecessary. Creating more than one affiliate account may result in termination of all accounts, as well as cancellation or reduction of earnings, at ThankYouPages' sole discretion.
• An affiliate is not allowed to run ThankYouPages forms on a web site without content in the English language.
• An affiliate may not violate or infringe upon any third party's rights, including without limitation any copyright, trademark, patent, or other intellectual property rights.
• An affiliate is not allowed to alter, edit, or otherwise modify the linking code provided by the ThankYouPages system without prior written or email approval from ThankYouPages.
• An affiliate must not use ThankYouPages on any site that promotes or contains content pertaining to warez, bestiality, rape, child pornography, acts of violence, defamatory language, illegal activity, anti-governmental stances, discrimination in any form (including, but not limited to, race, sex, religion, sexual orientation, or physical disability), or any other illegal or immoral content as determined by ThankYouPages in its sole discretion.
• An affiliate is not allowed to reverse engineer, attempt to bypass, or otherwise try to use the system outside of normal ThankYouPages system usage.
• An affiliate is not allowed to engage in spam in any form, including, but not limited to, posting ThankYouPages URLs in chat rooms, ICQ, message boards, bulletin boards, guest books, IRC, or newsgroups; sending unsolicited bulk e-mail (UBE), either in promotion of ThankYouPages or otherwise; or marketing through individuals or businesses that engage in the aforementioned methodologies.
• An affiliate is not allowed to publish, redistribute, or in any other way publicly disseminate the content of end user messages generated through use of the ThankYouPages forms, either in original or derivative forms. This data is to provide the affiliate with direct feedback on their pages, and not for any other use.

• ThankYouPages maintains an affiliate newsletter list, to which publishers sign up at account creation. From time to time ThankYouPages may send e-mail to affiliates with regard to system updates, promotions, or other offers, including, but not limited to, a monthly newsletter. Affiliates agree to receive this e-mail by signing up for the ThankYouPages Affiliate Program. This e-mail is provided on an opt-out basis -- an affiliate can unsubscribe from receiving these updates at any time by contacting us and requesting this.
• In addition, ThankYouPages reserves the right to send e-mail to affiliates to the addresses they have on file, for important announcements or other communications. This is necessary for support, quality assurance, fraud investigations, and general customer relations management.
• ThankYouPages may release information it has regarding an affiliate to third parties, including without limitation in cases of actual or suspected fraud or abuse, or in response to a subpoena, civil order, or other governmental or regulatory request. Any release of information about an affiliate is at ThankYouPages' sole discretion.
• Each affiliate in the United States is required to enter a U.S. Federal Tax Identification Number or Social Security number on its application. We may file a federal Form 1099 for all U.S. domestic entities to which we issue combined yearly payments of $600.00 or more, or file other tax forms, all in accordance with federal law. Failure to provide this information will cause payment to be delayed or withheld.

• As noted above, ThankYouPages reserves the right to terminate any affiliate for any reason, including, but not limited to, any actual or suspected fraud or abuse.
• ThankYouPages reserves the right to suspend, reduce, or cancel payment to an affiliate that has been found to have violated these terms and conditions or is suspected of violating these terms and conditions. These changes to payment can be made retroactively, and may be applied against past, current, and future earnings at ThankYouPages' sole discretion.
• ThankYouPages reserves the right to discontinue this program at any time. In the event that ThankYouPages discontinues its affiliate program, it will pay all affiliates the balance of their accounts, provided they exceed the minimum payout, which initially shall be $25. In cases where an affiliate's outstanding earnings are less than the minimum payout, those earnings may be cancelled at ThankYouPages' sole discretion.

• An affiliate that is ending its affiliation with ThankYouPages, regardless of the reason, are required to immediately cease any and all use of ThankYouPages' names, forms, banners, buttons, pop-up windows, pop-under windows, images, and any other representations of ThankYouPages on its site. This must be done within twenty-four hours of notification of termination by either party.

• If any provision of this document is deemed unenforceable or illegal, the remaining provisions shall remain in full force, and shall not be negated or invalidated. The provision deemed unenforceable or illegal shall be modified by both parties to carry out the intention of the provision as noted in this document.

• ThankYouPages' system is made available "as is" and "as available," and ThankYouPages makes no warranty as to its use or performance.
• ThankYouPages disclaims any and all liability with regard to the operation of its affiliate sites. Affiliate web sites are outside of ThankYouPages' control, and as such ThankYouPages cannot be held responsible for their actions.
• Except as specifically set forth herein, ThankYouPages disclaims, to the maximum extent permitted by applicable law, all express or implied warranties, including warranties of merchantability or fitness for a particular purpose.
• ThankYouPages shall not be liable to affiliate or any other person or entity (whether in contract or based on warranty, negligence, tort, strict liability or otherwise) in connection with or resulting from this agreement or any of the contemplated links, services, activities or relationships for any indirect, incidental, consequential, reliance, punitive or special damages, even if ThankYouPages was aware that such damages could result. This provision shall survive failure of the limited remedy in this agreement or any other limited or any exclusive remedy.
• ThankYouPages shall not be liable to the affiliate or any other person or entity (whether in contract or based on warranty, negligence, tort, strict liability or otherwise) in an aggregate amount that is in excess of the amount of fees actually received by ThankYouPages for affiliate's account pursuant to this agreement during the period of one year immediately preceding the date the liability for such damages arose.
• Each party acknowledges that the foregoing limitations provisions are an essential element of the benefit of the bargain reflected in this Agreement.

• Each affiliate agrees to defend, indemnify, and hold harmless ThankYouPages and its directors, officers, agents, and employees for any and all losses, costs, liabilities or expenses (including, without limitation, reasonable attorneys' and costs) incurred or arising from (a) any breach of the affiliate's warranties, (b) any user-generated content, or (c) the affiliate's use of e-mail addresses provided through the ThankYouPages service. ThankYouPages' indemnity rights shall not be limited or offset by any contributory negligence by ThankYouPages. ThankYouPages may participate in the defense at its expense.

• This agreement will be governed by the laws of the United States of America and the Commonwealth of Massachusetts without regard to conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
• Any action relating to this agreement must be brought in the state and federal courts located in Boston, Massachusetts, and both parties irrevocably consent to the exclusive jurisdiction and venue of such courts.