4. Affiliate Agrees To:

• Observe Trilegiant's exclusive rights as to the names of its properties, including but not limited to within all pay-for-placement and other search engines. Additionally, Affiliate may not claim to be Trilegiant in any pay-for-placement or other search engines. If Affiliate violates this policy, Affiliate will be terminated and Trilegiant reserves the right to charge back, and/or disallow any and all commissions.
• Sign this Agreement and return the executed copy of this Agreement to Jeff Bair at the following address and fax number: 100 Connecticut Ave, Norwalk, CT 06850, Fax 203-416-7530.
• Immediately remove all Trilegiant Links on the date the Trilegiant membership promotions ends or upon the expiration or termination of this Agreement, and agree to forfeit any commissions earned following such date if you continue to post such Links.
• Place Trilegiant Links on your site.
• Have sole responsibility for the development, operation, and maintenance of your site and for all the materials that appear on your site.
• Ensure that all materials posted on your site are not illegal and do not infringe on the intellectual property or other rights of any person or entity of any kind. We disclaim all liability for all materials on your site.
• Indemnify, defend, and hold us harmless from all claims, damages, and expenses relating to the development, operation, and contents of your site or any action you take pursuant to the terms of this Agreement.
• Make sure that your site does not copy or resemble the look and feel of Trilegiant or create the impression that your site is our site or a part of our site.
• Submit the URLs for all sites you plan to use to promote Trilegiant via the Links at the location specified by Trilegiant at Trilegiantaffiliates.com.

5. Email Compliance
Affiliate agrees to comply with all applicable federal and state laws, rules and regulations, including without limitation, the requirements of the CAN-SPAM Act of 2003 (the "Act") in its distribution of email that contains information regarding Trilegiant. Without limiting Affiliate's obligations as described in this Agreement, all email that contains information regarding Trilegiant shall comply with the following criteria:

• May only be sent to recipients who have expressly agreed directly with Affiliate, in advance, to receive such communications from Affiliate. ·
• Must clearly and conspicuously identify that the message is an advertisement or solicitation, unless recipient has given prior affirmative consent to receipt of the message. Affirmative consent means that the recipient expressly consented to receive the message either in response to a clear and conspicuous request for such consent or at the recipient's own initiative; ·
• Must clearly and conspicuously notify the recipient of the opportunity to decline to receive further commercial email from Affiliate; ·
• Must provide a valid physical postal address of Affiliate; ·
• Must provide a functioning return email address or other Internet-based mechanism, clearly and conspicuously displayed, that a recipient may use to submit, in a manner specified in the commercial email, a reply email or other Internet-based mechanism a request not to receive future commercial email from Affiliate. The return address or Internet-based mechanism must be capable of receiving such messages for at least thirty (30) days after the transmission of the original message. Affiliate may not send subsequent commercial emails more than ten (10) business days after the recipient's request not to receive further emails has been received (unless there is a subsequent affirmative consent by the recipient to receive such emails.) Once Affiliate receives such a request, Affiliate may not sell, lease, exchange or otherwise transfer or release the email address of the recipient. ·
• May not contain materially false or materially misleading header information, or deceptive subject heading. ·
• May not contain sexually oriented material.

In addition, before distribution of email that contains information regarding Trilegiant, Affiliate agrees (1) to send the email addresses of all intended recipients of such email to Trilegiant, or a third-party designated by Trilegiant, so that Trilegiant may identify those individuals who have notified Trilegiant that they do not want to receive emails from or about Trilegiant, and (2) to suppress the email addresses of those individuals, as identified by Trilegiant.

Affiliate may not initiate or assist in the transmission of commercial email using an email address: (1) that was collected through automated means from a third party web site in violation of that third party's posted privacy policy, or (2) that was generated through automated means by combining names, letters or numbers into numerous permutations. Affiliate may not conduct fraudulent activities related to electronic mail, including but not limited to the material falsification of header or transmission information, the unauthorized use of someone else's computer to send bulk commercial email, and the registration of an email account that materially falsifies the identity of the actual registrant.

Upon Trilegiant's request, Affiliate shall provide Trilegiant with documentation demonstrating that the recipients of the email consented to receive the email at issue.

In addition, in the event of a breach of this Section 5 by Affiliate, in addition to all other remedies available to it, Trilegiant shall have the right to refuse to make payments to Affiliate as a result of Affiliate's efforts promoting Trilegiant, which efforts cannot be verified by Affiliate as having complied with the terms and conditions of this Section 5.

6. Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our prior written consent.

7. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except as set forth in this Agreement and except to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.

8. Limitation of Liability
We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Network, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

9. Limited License
We grant you a limited, nonexclusive, nontransferable, revocable right to place the Links on your site and access our site through the Links solely in accordance with the terms of this Agreement, solely for the purpose of identifying your site as a participant in the Program and assisting in increasing membership in Trilegiant. You may not alter, modify, or change the Links in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Trilegiant Affiliate Program. We may revoke your license anytime by giving you written notice.

10. Disclaimers
We make no express or implied warranties or representations with respect to the Trilegiant site or the Trilegiant Affiliate Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

11. Termination
The terms of this Agreement will begin upon acceptance of your application. This Agreement shall commence on the date of approval of your Affiliate Program application and shall continue thereafter in full force and effect until terminated at any time by either party by giving the other party written notice of termination. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links to our site, and all Trilegiant trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

12. Modifications
We may modify any of the terms and conditions of this Agreement at any time. You will be notified by email, and a change notice will be posted on our site. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Affiliate Program after a change notice has been posted will constitute binding acceptance of the change.

13. Independent Contractors
You and Trilegiant are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.

14. Representations and Warranties
You hereby represent and warrant to us as follows:

This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

The development, operation, and contents of your site do not infringe upon the copyright, trademark, or any other intellectual property or other right of any person or entity.

You are duly qualified and licensed to do business and to carry out your obligations under this Agreement and that entering into this Agreement does not violate any law, regulation or agreement to which you are a party.

In fulfilling your obligations pursuant to this Agreement, you will comply with all applicable federal and state laws, rules and regulations, including, without limitation, the CAN-SPAM Act of 2003.

15. Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with your site. You have independently evaluated the desirability of participating in the Trilegiant Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

16. Fraud
If you commit fraud or falsify information in connection with the registration of members in Trilegiant through the Links on your site, this Agreement will be terminated immediately. In addition, you will be liable to Trilegiant for any and all damages that Trilegiant suffers as a result of such actions. You will also be responsible for returning to Trilegiant all commissions received for fraudulent/falsified members, and we expressly reserve the right to pursue all legal causes of action against you to the fullest extent permitted under the law.

17. Anti-Predatory Advertising Policy
Affiliates will be removed from the Trilegiant Affiliate Program and forfeit any pending commissions if they are utilizing or distributing software downloads that potentially enable diversions of commission from other affiliates in our program.

18. Assignment
This Agreement and the rights and obligations hereunder may not be assigned by you without prior written consent of Trilegiant.

19. Reservation of Rights
Trilegiant may terminate this Agreement at any time if your site is determined (at our sole discretion) to be unsuitable for the Program, even if your site has not changed since the time that your Affiliate Program application was accepted. Trilegiant also reserves the right to monitor Affiliate sites at any time to determine whether they are in compliance with this Agreement.

20. Governing Law
This Agreement will be governed by the laws of the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New York, New York, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.