THIS ADVERTISING AGREEMENT (the "Agreement") is entered into by and between Vercomco LLC. ("FreebieProducts") and the applying party submitting the application for merchant status (the "Merchant"), also referred to herein jointly as the parties ("Parties", each a "Party"). This Agreement supersedes any and all prior agreements between the Parties, whether written, oral, express, or implied. By signing up as a Merchant at FreebieProducts, Merchant agrees to abide by and indicates acceptance of the terms and conditions contained in this Agreement.

The Parties agree to be legally bound as follows:

1.       Definitions.

1.1.             "User" means any person using the Internet.

1.2.             "Action" means a User's completion of an action requested by the Merchant. This includes, but is not limited to, a sale, a click, a lead and an impression (viewing of an advertisement).

1.3.             "Campaign" means the product or service for which Actions are being provided to the Merchant by the Network.

1.4.             "Ad" means the advertisement in the form of graphic or text supplied to FreebieProducts for inclusion in the Network and to be made available for Affiliate use when promoting Merchant’s Campaign(s).

1.5.             “Affiliate” means a third party using the Network to display Ads on behalf of the Merchant.

1.6.             “Relationship” means the agreement given by the Merchant to an Affiliate to run the Merchant’s Campaign Ads.

1.7.             “Account” represents the whole of the Merchant’s Campaigns, Relationships and fund balance in the Network.

1.8.             "Network" means the advertising network operated by FreebieProducts, which is made up of Affiliates, Merchants, Account and Relationships.

2.                 Merchant Requirements.

2.1.             Merchant websites must not be associated with or contain any illegal activity, or pornographic, obscene, racist, or hateful content, or deceptive advertising, piracy, libelous or defamatory statements.

2.2.             Merchant websites must not contain any mechanisms that could be downloaded on to a User’s computer without the User’s explicit knowledge and consent.

2.3.             Merchant websites and advertising activity must be compliant with all relevant laws, including but not limited to the Can-Spam act of 2003.

2.4.             Merchant must establish and maintain Relationships with Affiliates through the Network. It is explicitly prohibited for Merchants to recruit Affiliates to any affiliate program they operate outside of the Network.

2.5.             Merchants must allow FreebieProducts to send them e-mail.

2.6.             In its sole discretion, if at any time FreebieProducts deems the Merchant’s website is contrary to the terms set out in the Agreement, the merchant shall be terminated from the Network without notice and FreebieProducts shall refund any unused portion of the Merchant’s fund balance.

3.                 Advertising Services and Warranties.

3.1.             Merchant hereby grants to FreebieProducts and its Affiliates a non-exclusive, limited, revocable license to market, display, copy, transmit, and promote the Ad in connection with its obligations hereunder.

3.2.             FreebieProducts's sole obligation to the Merchant under this Agreement with respect to Ads shall be to provide such Ads for placement on the Network for use by Affiliates. The advertising services provided by FreebieProducts are provided "as is". FreebieProducts and its Affiliates makes no warranties, guarantees, promises, or estimates, expressed or implied, oral, written or otherwise except as specifically set forth herein, AND does not guarantee Campaign performance on the Network, including but not limited to click to Action conversion rates, response rates or conversion rates from Action to sale.

3.3.             Each Party acknowledges that the other Party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.

4.                 Can-Spam Compliance.

4.1.             Merchant agrees that they've had the opportunity to review the FreebieProducts user agreement located at terms.php and that they're satisfied FreebieProducts makes all reasonable efforts to ensure it is Can-Spam compliant.

5.        Reporting, Fees and Payments.

5.1.             Merchant shall report Actions to FreebieProducts in real-time using tracking pixels.

5.2.             Each Action reported shall cause the Merchant’s Account balance to be decreased by the total commission amount for the Action. The total commission amount shall be calculated as the Campaign commission rate plus FreebieProducts’s Network commission rate.

5.3.             FreebieProducts does not have a commission rate, as we are connecting you directly with the customer.

5.4.             Merchant shall report any Action reversals within thirty (30) days of the date the Action was initially reported or such Actions are deemed accepted and can no longer be reversed by the Merchant.

5.5.             Each Action reversed shall cause the Merchant’s Account balance to be increased by the total commission amount for the Action that was charged when the Action was initially reported.

5.6.             A Merchant’s Account balance must remain above their action value for campaigns to remain active.

5.7.             If Merchant is set up with auto-deposit, then their refill amount will be automatically charged when the Merchant’s refill balance has been met. This amount can change without notice.

5.8.         In the event a Merchant’s Account balance drops below zero, his Account is deactivated and Affiliate traffic to Merchant’s website will no longer resolve until his Account balance is above zero again. Deactivation of account could include but is not limited to: restricting access to Merchant Account, notifying Affiliates of Merchants deactivated status and halting the tracking and reporting of any follow-on leads and/or sales.

6.        Indemnification and Limitation of Liability.

6.1.             Each party hereto agrees to indemnify and hold harmless the other party and each if its agents, officers, directors and employees against all liability to third parties resulting from the acts or failure to act of such indemnifying party, or any of its customers or users.

6.2.             UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR COSTS, DIRECT OR INDIRECT, (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM MERCHANT PARTICIPATION IN FREEBIEPRODUCTS’S NETWORK. FreebieProducts SHALL NOT IN ANY EVENT BE LIABLE TO MERCHANT FOR MORE THAN THE AMOUNT PAID TO FREEBIEPRODUCTS BY MERCHANT FOR SERVICES RENDERED HEREUNDER. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST FREEBIEPRODUCTS MORE THAN ONE YEAR AFTER THE DATE OF SERVICE.

6.3.             Each Party will make reasonable commercial efforts to keep its Web site operational 24 hours per day, 7 days per week. However, the Parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions. Downtime as used in this clause includes downtime as a result of software or hardware failure, internet service interruption and/or system upgrades, but explicitly excludes downtime as a result of campaign deactivation due to a Merchant Account balance that drops below zero. FreebieProducts may modify or suspend the Network operation at any time.

7.       Changes to Service.

7.1.             FreebieProducts reserves the right to change, modify, add or remove portions of this Agreement at any time. FreebieProducts will notify Merchant via email of any changes, or through a public post on the FreebieProducts website. The Merchant can either agree to such changes or withdraw their account from the Network.

8.        Force Majeure.

8.1.             Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

9.    Remedies.

9.1.         FreebieProducts reserves the right to take appropriate legal action to cover its damages and reasonable court costs against any Merchant that violates the terms of this Agreement, or commits fraudulent activity against FreebieProducts. Except as otherwise specified, the rights and remedies granted to a Party under the Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the Party may possess at law or in equity.

10.    Governing Law.

10.1.         The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of Florida, USA.