Adfish Affiliate Agreement


These Adfish.com Affiliate Terms and Conditions, (the "Agreement" or the "Adfish.com T&C"), between Adfish.com, ("Adfish.com" or the "Company"), and you (the "Affiliate") shall govern Affiliate's participation in the Adfish.com Network.

DEFINITIONS
"Action" means a specific activity that is required by an advertiser to qualify for the payment of the display of a Creative, i.e., click, purchase, registration, etc., which activity will be set forth in the IPC or in the associated online program.
"Adfish.com" means Adfish.com, Inc., a division of Trancos, Inc., a California corporation.
"Adfish.com Network" means the centrally managed group of third party Web Sites.
"CPA" means a campaign for which Affiliate shall be paid on a Cost per Action basis.
"Creative" means any type of advertising creative used by Affiliate to deliver Units hereunder, including, but not limited to, buttons, banners, text-links, pop-ups, pop-unders, and Video Creatives and Mobile Creatives.
"Currently Available Creatives" means those Creatives provided by Adfish.com that are available for selection by Affiliate to run on the Affiliate's Web Site.
"Landing Page" means the web page on Affiliate's Web Site where Affiliate collects lead data when generating Actions.
"Affiliate" means the owner or manager of the Web Site(s) participating as member of the Adfish.com Network.
"Units" means the advertising units (i.e., Impressions, Unique Clicks or Actions) available for delivery by Affiliate.

Affiliate agrees and understands that, from time to time during the term of this Agreement, Adfish.com may increase or decrease (i) the number of Actions it shall accept and pay for, and/or (ii) the CPA price that Adfish.com will pay Affiliate for Actions, by providing Affiliate with 24-hours prior written notice of such changes (the "Notice Period") by email to Affiliate. Affiliate agrees and understands that all changes reflected in a Change Notice shall go into effect immediately upon expiration of the Notice Period. Web Affiliate agrees to and accepts Adfish.com's standard terms and conditions attached hereto (the "Adfish.com T&C"), which are specifically incorporated by reference herein.

1. Prohibited Content. Adfish.com does not accept any Web Site that contains: indecent, obscene or pornographic material, hate speech, highly explosive subject matter (as determined by Adfish.com), or any illegal subject matter or activities (collectively referred to as the "Prohibited Content"). Affiliate represents and warrants that during the term of this agreement any of its Web Site(s) on which it places Creatives shall not contain or promote any Prohibited Content.

2. Approval; Participation in the Adfish.com Network is subject to prior approval of Adfish.com. Adfish.com reserves the right to withhold approval or withdraw approval of Web Sites to participate in the Adfish.com Network for any or no reason and at any time. Any Affiliate that materially changes their Web Site content after approval into the Adfish.com Network MUST notify Adfish.com of the changes in writing IMMEDIATELY. Notices should be sent to Affiliate's Account Manager.

3. Affiliate Obligations

1- Non Circumvention: (a) Affiliate agrees that it will not in any way bypass or circumvent, or attempt to bypass or circumvent, ADFISH.COM and any ADFISH.COM Network in connection with any Engagement Affiliate may have entered into with any Advertiser. This includes entering into a direct relationship or linking arrangement where ADFISH.COM-provided Qualifying Links are not used in accordance with this Agreement such that ADFISH.COM is unable to track and monitor the commissions owing to Affiliate under an ADFISH.COM-tracked Engagement or the fees owing to ADFISH.COM. Affiliate may not enter into any relationship that would result in the avoidance or reduction of the ADFISH.COM tracking process, the commissions to be paid pursuant to this Agreement, or the fees to be paid to ADFISH.COM as a result of any tracked Engagement, (b) Further, if ADFISH.COM brokers an introduction or arrangement between Affiliate and any Advertiser through any ADFISH.COM Offering, Affiliate and such Advertiser will track any resulting Engagement through using a ADFISH.COM Network using ADFISH.COM-provided Qualifying Links and Affiliate agrees that ADFISH.COM shall be paid under the current ADFISH.COM Offering. This includes using Affiliate's Network Affiliate Account Area to investigate Advertiser terms and contacting such Advertisers directly to enter into Engagements that are not tracked by ADFISH.COM-provided Qualifying Links. ADFISH.COM will be deemed to have brokered an introduction or arrangement in any of the following circumstances: (i) such Advertiser recruits or otherwise first contacts Affiliate through use of any ADFISH.COM Offerings; or (ii) Affiliate applies to such Advertiser's affiliate marketing program or otherwise first contacts such Advertiser through use of any ADFISH.COM Offerings; or (iii) at Affiliate's request or the Advertiser's request or with Affiliate's or its express involvement, ADFISH.COM arranges an introduction or facilitates the consummation of an arrangement between Affiliate and such Advertiser through the use of any ADFISH.COM Offerings, (c)Affiliate's obligations under this Section will survive any termination by Affiliate or ADFISH.COM of Affiliate's participation in any ADFISH.COM Networks for a period of one (1) year after such termination. Notwithstanding the preceding sentence, Affiliate's obligations under this Section will cease with respect to any individual Advertiser upon the expiration or termination (other than due to breach by such Advertiser) of such individual Advertiser's participation in the relevant ADFISH.COM Network.
2- Solicitation: Affiliate may not use any ADFISH.COM Offerings in connection with aggregating, soliciting or recruiting Advertisers, Network Affiliates, other Sites or other persons to form or join an affiliate marketing, advertising or similar network.
3- Sublicense: Affiliate may not sublicense, rent, lease, sell, resell, outsource or service any ADFISH.COM Offerings, and any attempt to do so shall be null and void.
4- Reverse Engineering: Affiliate will not make unauthorized modifications, reverse engineer, disassemble, decompile or attempt to derive source code of any ADFISH.COM Offerings.
5- Hacking: Affiliate agree not to hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code, or use or cause to be used in extraordinary and unreasonable or inappropriate ways or amounts that interfere with: any ADFISH.COM Offerings, including any servers, bandwidth supply, equipment, software and other technological resources provided by ADFISH.COM.
6- Spam: Affiliate may use email or other electronic messages to promote it or its Qualifying Link and any and all such electronic messages must comply in all respects with this Agreement, the Advertiser's terms and conditions, and any and all applicable laws, including the requirements of the Can Spam Act of 2003. Further, no electronic message initiated or sent by Affiliate or on Affiliate's behalf may identify ADFISH.COM.
7- Spyware: Affiliate shall not promote, disseminate, or cause to install any kind of "spyware" on any computer, including but not limited to ADFISH.COM's or End User's computers. In the event that Affiliate violates this section ADFISH.COM may terminate this Agreement immediately.
8- Unsub List: ADFISH.COM on behalf of Advertiser shall provide Affiliate with a list of all user that have unsubscribed from the Network offer and no longer wish to participate in the offer ("Unsub List").Affiliate shall use its best efforts to scrub their e-mail list from unsubscribed users of the ADFISH.COM Offering. The unsubscribe list is property of ADFISH.COM and Affiliate shall gain no interest, right, or title from the use of the Unsub List. Furthermore should Affiliate lease, sell, or use the Unsub List, ADFISH.COM in its sole discretion may terminate this Agreement immediately, cease any and all payments to Affiliate, and seek any and all remedies under law and equity.
9- Interference: Affiliate may not, through downloadable or other technology, replace, intercept, redirect, block, alter or otherwise interfere with the full functioning and intended actions of any Qualifying Link that has been placed or distributed by another Network Affiliate including any action that would in any way prevent the behavior or result that would occur or would have occurred had an End User activated such Qualifying Link without Affiliate's interference.
10- Infringing Uses: Affiliate may not use any name, trademark, service mark, domain name or other Intellectual Property Rights of any third party in connection with Affiliate's use of any Qualifying Links, any ADFISH.COM Network or any other ADFISH.COM Offerings, in any way or for any purpose that infringes or violates any Intellectual Property Rights or other rights of such third party, whether for the purpose of increasing the levels of tracked activities attributable to Affiliate's Qualifying Links or for any other purpose.
11- Fraud/Abuse: Affiliate will not, and will not knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity in connection with Affiliate's participation on any ADFISH.COM Network or in connection with any Advertiser's affiliate marketing program or Engagement.
12- Incentivization: Affiliate shall not incentivize or make any other offers in conjunction with the ADFISH.COM Offering without getting ADFISH.COM's written approval and said approval will be in ADFISH.COM's sole discretion unless otherwise specified in the campaign description. ADFISH.COM may terminate this Agreement immediately and cancel all payments due and owing to Affiliate should ADFISH.COM, in its sole discretion and judgment, believe that Affiliate is in violation of this section.
13- Affiliate shall not contact Advertiser directly for any reason whatsoever unless written approval is granted by and authorized ADFISH.COM representative, in ADFISH.COM's sole discretion. If Affiliate contacts Advertiser directly ADFISH.COM may cease any all payments due and terminate this Agreement immediately. In the event ADFISH.COM is in receipt of funds from a Advertiser for the purpose of paying commissions to Affiliate, and a dispute arises between Affiliate and the Advertiser regarding the amount of the funds that are due, ADFISH.COM will be entitled to return such funds to the Advertiser, and to decline to offer further processing services until such dispute is resolved and ADFISH.COM is notified, in writing, by all parties, that payments should resume. Affiliate agrees that ADFISH.COM shall have no obligations and shall incur no liabilities to Affiliate in connection with any dispute arising from the above.
14- Affiliate is solely responsible, at its own expense, for procuring, maintaining and operating all hardware, software, networks, systems and third-party services (e.g., Internet access) necessary to (i) operate Affiliate's Web Site(s) that has been approved by Adfish.com to deliver Creatives, (ii) use the Network Tags, (iii) display the Creatives, and (iv) access and use the Adfish.com Network services. Adfish.com will provide reasonable assistance to implement the Network Tags. Notwithstanding the previous sentence, Affiliate is solely responsible for ensuring that such hardware, software, networks, systems and third-party services are compatible with the Network Tags, and Adfish.com makes no representation or warranty regarding any such compatibility.
15- Provision of Impressions. Affiliate agrees that Adfish.com requires Affiliate to deliver the Impressions smoothly (i.e., no spikes in numbers of Impressions delivered). Affiliate must notify Adfish.com of any expected volume spike.

4. Prohibited Activities.
Affiliate must not promote any Programs using fraudulent means. “Fraudulent means” include, but are not limited to: i. Adding leads or clicks through fraudulent traffic generation, such as prepopulation of forms or via other such mechanisms not approved by Adfish.com; ii. Using “impression spam,” the frequent or automated searching of a search term used to reduce competitors’ click-thru rates on their advertisements, in conjunction with paid search campaigns; iii. Altering the creative materials provided in the Program in any way, unless authorized in writing by Adfish.com or in the Program terms; or iv. Any illegal activity whatsoever, under the laws and treaties of the United States, any of its states or localities, or under the laws of any nation who has reciprocal treaty rights with the United States for the enforcement of its laws or judgments relating to those laws;
Advertising for the Programs must not include any of the following:
i. A site that consists solely of a list of links or advertisements;
ii. A site whose content consists solely of an advertisement from a Program;
iii. A site that exclusively offers incentives to users to click on ads, unless the only Program(s) run by the Affiliate explicitly allow incentives; incentives include, but are not limited to, awarding customers cash, points, prizes, contest entries, and any other thing of value transferred or licensed to a user or a person or entity under the control of a user;
iv. A site that includes spawning process pop-ups or that causes more than one pop-up window to appear;
v. Third party website internal communications systems, including but not limited to internal website email (e.g. Myspace.com email), bulletin boards, chat rooms, or comments.
vi. Content or material that may infringe on any personal property rights, intellectual property rights or rights to be free of tortious behavior, including, but not limited to:
a. Racial, ethnic, political, religious, gender, or lifestyle hate-mongering or otherwise objectionable content;
b. Investment, money-making opportunities or advice not permitted under law;
c. Gratuitous violence or profanity;
d. Material that defames, abuses, or threatens or urges physical harm to others;
e. Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.;
f. Software or other media pirating (e.g., Warez, Hotline);
g. Hacking, spoofing, phishing or Phreaking;
vii. A site that is not fully functional at all levels, with no "under construction" sites or sections;
viii. Any spoofing, redirecting, or trafficking from or to adult-related websites in an effort to gain traffic;
ix. Use of any spyware or malware or any program that generates new browser windows or tabs based on behavioral profiles, except to the extent such use is expressly approved in writing by Adfish.com; or
x. Email messages that constitute Unsolicited Commercial Email. Unsolicited Commercial Email includes all email so defined by the laws of the United States or any of the several states. Unsolicited Commercial Email also includes email messages with fraudulent or deceptive “from” or “subject” lines (including the alteration of “from” or “subject” lines where the Program terms set forth “from” and “subject” lines to be used), fraudulent or deceptive headers, or fraudulent or deceptive initiating-IP addresses. In the event that Adfish.com suspects that Affiliate may have sent an email that violates any of these laws or Adfish.com’s policies regarding Unsolicited Commercial Email, Affiliate agree to cooperate fully with Adfish.com's investigation, and to send Adfish.com all information relevant to the investigation that it requests within twenty-four (24) hours of the sending of the request by Adfish.com.

5. Payment.
(a) General. Payment to Affiliate shall be based on the payment terms and rates set forth in the Adfish platform. Payments shall be made by Adfish.com no later than the 30th day after the end of the month in which revenue was earned by Affiliate and for which payment has been received by Adfish. Affiliate will be paid at the account level (i.e., if Affiliate has multiple accounts, each account is evaluated independently).
(b) Withholding Payment. If Affiliate has or is suspected of providing fraudulent traffic or participating in fraud of any kind related to its business practices with Adfish.com as defined by Article 3.11 of this agreement; such Affiliate shall forfeit its entire payment for all programs and their Adfish account shall be terminated. Affiliate understands and accepts that this provision shall be determined by Adfish.com in its sole discretion.
(c) Taxes. Adfish.com assumes no responsibility for paying income taxes on behalf of Affiliate. By participating in the service, Affiliate assumes complete and sole responsibility for any taxes owed as a consequence of participation in the service and agrees to indemnify and hold Adfish.com harmless from any such taxes. Adfish.com shall provide Affiliate with appropriate tax information, including earnings on Form 1099 as required by applicable law. If Affiliate resides in the United States, then Affiliate agrees to provide its Social Security number or Federal Employee Identification Number and any other reasonable information to Adfish.com for tax reporting purposes. Such information will be used for no purpose other than for tax reporting purposes. If Affiliate resides outside of the United States, then Affiliate may be asked to complete appropriate forms for tax purposes and agree to accurately complete such forms. Adfish.com may withhold payment from Affiliate in the event that Affiliate does not provide accurate tax information or complete any necessary tax or reporting forms, as determined in Adfish.com's sole and absolute discretion.
(d) AFFILIATE UNDERSTANDS AND ACKNOWLEDGES THAT THERE IS NO GUARANTEE THAT ANY MINIMUM LEVEL OF REVENUE, OR ANY REVENUE, WILL BE GENERATED AS A RESULT OF THIS AGREEMENT.
(e) No payments will be issued for any amounts less than $50 US Dollars
(f) In the event Company fails to receive payment in full from Advertiser it shall have no payment obligation to Affiliate. Affiliate accepts all risks associated with non-payment by the Advertiser, and explicitly acknowledges that Adfish.com is not a guarantor of any payment or other obligations of any Advertiser.
(g) Adfish.com may, in its sole discretion, decide to pay Affiliate for any actions owed to affiliate by Advertiser in the event Advertiser does not timely pay Adfish.com. In the event that Adfish.com decides to make such a payment to Affiliate, Affiliate agrees to assign all rights to future payments to Adfish.com to the extent that Adfish.com has already paid an equivalent amount to Affiliate.

6. Counting. Adfish.com shall have the responsibility in its absolute and sole discretion for calculation of statistics, including, but not limited to, Impressions, Unique Clicks, Actions and revenue generated on Affiliate's Web Site(s), as applicable. Affiliate acknowledges that in some cases, Adfish.com will need to make adjustments to reported statistics due to specific contractual provisions (e.g., bonuses), Invalid Clicks, or statistical errors.

7. Term; Termination.
(a) These terms and conditions, as and if amended, shall apply to Affiliate for as long as Affiliate is a member of the Adfish.com Network. Either party may terminate this Agreement at any time, for any reason whatsoever, upon written notice to the other party. Notice may be provided via e-mail, fax, or other written means and will be effective immediately.
(b) Upon receipt of such termination notice, any licenses granted by Adfish.com hereunder shall immediately terminate and Affiliate must remove all Network Tags from its Web Site(s) and cease delivery of any and all Creatives. In the case of termination, Adfish.com will pay Affiliate all uncontested amounts due during the next billing cycle as set forth in Section 5.
(c) The following Sections of the Agreement, and those which by their nature are ongoing obligations, shall survive any expiration or termination of this Agreement: 6, 7, 8, 9, 10, 11, and 18.

8. Limitation of Liability. ADFISH.COM WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES NOR FOR ANY LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS, LOSS OF CLIENTELE, LOSS OF USE OR LOSS OR CORRUPTION OF DATA, WHETHER UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHER THEORIES OF RECOVERY, EVEN IF ADFISH.COM WAS OR SHOULD HAVE BEEN AWARE OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ADFISH.COM'S LIABILITY ARISING OUT OF THIS AGREEMENT FROM ANY CAUSE OF ACTION WHATSOEVER EXCEED THE AGGREGATE AMOUNTS PAID OR OWED UNDER THIS AGREEMENT BY EITHER PARTY DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. EACH PARTY AGREES AND DOES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT AGAINST THE OTHER PARTY FOR ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST ADFISH.COM MORE THAN ONE YEAR AFTER THE DATE OF SERVICE UNDER THIS AGREEMENT.

9. Indemnification.
(a) Affiliate. Affiliate hereby agrees to defend, settle and pay damages on behalf of Adfish.com and its officers, directors, agents, affiliates and employees associated with any and all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, breach of contract, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with Affiliate's Web Site(s) (except for Creatives supplied by Adfish.com, unless such Creatives were modified by Affiliate without the express written consent of Adfish.com); (b) arising out of any material breach by Affiliate of any term, condition, representation or warranty under this or any other agreement with Adfish.com; or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from Affiliate's Web Site(s) (other than through a Creative supplied by Adfish.com, unless such Creative was modified by Affiliate without the express written consent of Adfish.com).
(b) Adfish.com. Adfish.com hereby agrees to defend, settle and pay damages on behalf of Affiliate and its officers, directors, agents, affiliates and employees associated with any and all third party claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of a material breach by Adfish.com of any term, condition, representation or warranty under this Agreement.
(c) Indemnification Procedures. Any claim for indemnification hereunder shall be subject to the following provisions: (x) the indemnifying party shall be given prompt written notice of the claim by the indemnified party, provided that any delay in providing notice shall not relieve the indemnifying party of its indemnity obligations under this Agreement unless, and only to the extent, the indemnifying party was prejudiced by the delay; (y) the indemnifying party shall have the right to control the defense and all negotiations relative to the settlement of any such claim, provided that no settlement admitting liability on the part of the indemnified party may be made without the express written consent of the indemnified party; and (z) the indemnified party shall reasonably cooperate with the indemnifying party and its counsel at the indemnifying party's cost and expense.

10. Confidentiality. Affiliate acknowledges that during the performance of its duties and obligations under this Agreement, Adfish.com may be required to disclose to Affiliate certain information that Adfish.com regards as proprietary or confidential.
(a) Defined. As used in this Agreement, the term "Confidential Information" shall refer to: (i) Adfish.com's trade secrets, business plans, strategies, methods and/or practices; (ii) computer systems architecture and network configurations (iii) any and all information which is governed by any now-existing or future non-disclosure agreement between the parties hereto, (iv) any other information relating to Adfish.com that is not generally known to the public, including information about Adfish.com's personnel, products, customers, financial information, marketing and pricing strategies, services or future business plans; and (v) any and all analyses, compilations, studies, notes or other materials prepared that contain or are based on Confidential Information received from Adfish.com.
(b) Obligations. Affiliate agrees that it will not disclose any Confidential Information to any third-party, and that it will not use Confidential Information for any purpose not permitted under this Agreement. It will protect the Confidential Information in the same manner Affiliate protects its own confidential and proprietary information, but in no event shall such protection be less than a reasonable standard of care.
(c) Exceptions. The foregoing obligations shall not apply to the extent Confidential Information: (a) must be disclosed by Affiliate to comply with any requirement of law or order of a court or administrative body (provided that Affiliate agrees to notify Adfish.com of the issuance of such order and cooperate in its efforts to convince the court or administrative body to restrict disclosure); or (b) is known to or in the possession of Affiliate prior to the disclosure of such Confidential Information to Affiliate hereunder, as evidenced by the Affiliate's written records; or (c) is known or generally available to the public through no act or omission of Affiliate or its officers, directors, employees, agents, consultants, attorneys or independent contractors in breach of this Agreement; or (d) is made available free of any legal restriction to Affiliate by a third party.
(d) Survival. The duties and requirements under this Section 11 relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive termination of this Agreement.

11. Entire Agreement; Assignment. These terms and conditions, as and if amended, or online terms shall constitute the entire and only agreement between the parties regarding Affiliate's participation in the Adfish.com Network, and shall supersede all previous communications, representations or Agreements, whether written or oral between the parties relating to the services provided hereunder. Affiliate may not assign this Agreement or any IPC without the prior written consent of Adfish.com, which consent shall not be unreasonably withheld. Any assignment by Affiliate without such consent shall be void ab initio. This Agreement shall inure to the benefit of all successors and assigns.

12. Representations and Warranties.
(a) Both Parties. Each party represents and warrants to the other that (i) it has the full right, power, and authority to enter into this Agreement; (ii) the execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreement to which it is a party; and (iii) this Agreement constitutes a legal, valid and binding obligation when agreed to.
(b) Affiliate. Affiliate represents and warrants that (i) it owns or has the rights to all content, products, and services on its Web Site(s) to perform its obligations herein; (ii) it will conduct its business and fulfill its obligations under this Agreement in compliance with all applicable laws, rules and regulations.
(c) Adfish.com. Adfish.com represents and warrants that it (i) has all necessary licenses and clearances to use and permit Affiliate to display the content contained in the Creatives and (ii) will comply with all applicable laws, rules and regulations relevant to the performance of its obligations under this Agreement.

13. Remedy. Adfish.com reserves the right to withhold payment and take appropriate legal action to cover its damages against any Affiliate that violates these terms or breaches the representations and warranties set forth in this Agreement, or engages in fraudulent activity.

14. Modifications. Adfish.com reserves the right to change any of these Adfish.com T&C at any time. Affiliates are responsible for complying with any changes to the Adfish.com T&C within ten (10) business days from the date of change.

15. Warranties. NEITHER PARTY MAKES ANY WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE AND ALL SUCH WARRANTIES ARE DISCLAIMED, EXCEPT AS EXPRESSLY SET FORTH HEREIN.

16. Governing Law; Venue. The relationship between Adfish.com and Affiliate will be governed by, and construed in accordance with, the laws of the State of California without regard to its laws or regulations relating to conflicts of laws. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts situated in the city of San Mateo, CA in connection with any action arising between the parties.