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Terms and Conditions. Digital River oneNetwork Affiliate Program Membership Agreement Effective as of August 10, 2005 To participate in the DR oneNetwork Affiliate Program, You must first agree to the terms and conditions of this Membership Agreement (the "Agreement"). By pressing the I HAVE READ THE MEMBERSHIP AGREEMENT AND I ACCEPT THE TERMS button on the DR oneNetwork Affiliate Program Affiliate sign-up page on DRs website, You submit your application to become an Affiliate in the DR oneNetwork Affiliate Program, which is Your offer to enter into an agreement with DR under the terms described in this Agreement. If DR accepts Your offer, You will become an Affiliate, subject to the terms of this Agreement. So, it is important for you to carefully review this Agreement prior to accepting it. If you do not wish to apply to become an Affiliate in the DR oneNetwork Affiliate Program, then do not press the I HAVE READ THE MEMBERSHIP AGREEMENT AND I ACCEPT THE TERMS button, but that will mean that you will not be able to participate in the DR oneNetwork Affiliate Program. Your continued participation in the DR oneNetwork Affiliate Program constitutes Your continuing acceptance of the terms of this Agreement. WHAT DO CERTAIN WORDS MEAN? Certain terms in this Agreement have special definitions, which either appear below or are defined in the body of the Agreement itself. * "Affiliate" means those persons or other entities referring business to Sellers through the DR oneNetwork Affiliate Program. * "Chargeback" means an amount of money: (i) which has been deemed to have been refunded by or returned by a Seller or DR to a Customer based on a Referral Sale which has been voided, retracted, subject to returns, been reversed due to fraud, or otherwise rescinded for any reason under the terms of the terms of sale on the Store; or (ii) which has been retrieved from, reserved against and/or or charged against DR or DRs credit card/debit card merchant accounts under the terms of any applicable credit card merchant account agreements; or (iii) which has been retrieved from, reserved against and/or or charged against DR, DRs bank accounts or DRs credit card merchant accounts because of government actions including but not limited to embargo, court order, levy, security interest or other form of lien, reclamation, escheat or civil forfeiture. * "Customers" means the purchasers and potential purchasers of a Sellers products. * "DR" means Digital River, Inc., a Delaware corporation, and its affiliates and subsidiaries which participate in the DR oneNetwork Affiliate Program. * "DR oneNetwork Affiliate Program" means the affiliate marketing program provided by DR described in this Agreement. * "Payouts" means financial compensation earned by an Affiliate from a Seller for Referral Sales. * "Program" means a marketing program offered by a Seller to Customers through a Store. * "Seller" means a seller of products and/or services participating in the DR oneNetwork Affiliate Program. * "Store" means one of DRs electronic commerce sales platforms. * "Referral Link" means an Internet URL, intended for use as a hyperlink to direct a Customer to a particular Sellers Store via, which identifies You as the Affiliate who referred that Customer to the Store. * "Referral Sale" means the purchase of certain of a Sellers products and/or services by a Customer referred to Seller through a Referral Link during the term of this Agreement. * "Regulated Business" means any activity conducted by You which, due to being subject to special laws and/or regulations that ordinarily do not apply to commercial establishments generally, causes or could reasonably be likely to cause DR or any Seller to be subject to those laws and/or regulations if promoted, solicited or otherwise marketed through Your activities (examples of Regulated Businesses include selling or providing insurance, securities, mortgages, loans or other extensions of credit, banking services such as the maintenance of deposit accounts, investment advice or investment advisory services, prescription drugs or firearms, conducting sweepstakes or games of chance, or acting as a broker, agent or finder for any person engaged in any of the above). * "You" means the person or business that is shown as the Affiliate on the DR oneNetwork Affiliate Program Affiliates sign-up page. * "Your" or "yours" refers to things that You own. WHAT DOES THIS AGREEMENT COVER? * DR will facilitate Your participation in Programs through the DR oneNetwork Affiliate Program, as described in this Agreement in detail. * Most Sellers within the DR oneNetwork Affiliate Program will accept you to promote their software titles without requiring that You apply to do so. You may apply to promote the software titles of those Sellers that require an application by clicking the JOIN button or equivalent after having reviewed their products and/or services through the Affiliate interface. If a Seller approves Your application, (a) You will be notified by DR via the DR oneNetwork Affiliate Program web site and/or via e-mail; (b) You will be considered an approved Affiliate for that Program and may promote that Sellers software titles; and (c) You and the applicable Seller will have each agreed to enter into direct contractual relationship (the Seller Program Terms), which may include without limitation a description of product sales commissions, contact information, product information, and Sales Links (banners, referral links, images, etc.) made available by the Seller. You are solely responsible for understanding and complying with all Seller Program Terms. To the extent a term in this Agreement conflicts with a term in the Seller Program Terms, the term in the Seller Program Terms controls. On occasion, a Seller may have special terms of use that are product- or situation-specific (Special Seller Terms). These terms will be presented via hyperlink and must be accepted by You in order for You to promote that Sellers products. These terms and conditions will be considered part of the Seller Program Terms, and may replace, limit, clarify or otherwise supersede the Seller Program Terms. To the extent a term in the Special Seller Terms conflicts with a term in the Seller Program Terms, the term in the Special Seller Terms controls. You agree that DR and/or the Seller may alter or replace any Special Product Terms at any time, with or without notice by posting the new Special Product Terms on the DR oneNetwork Affiliate Program web site, and any changes will become effective upon their posting. You should review the Special Product Terms regularly to ensure you are familiar with the latest terms. For each Seller who has accepted you to promote their software titles, unless prohibited by the Seller Program Terms or Special Seller Terms You may describe Yourself as having received approval to act as a non-exclusive affiliate marketing participant with each such Seller. * As an approved Affiliate for a Program, You may post Referral Links on Your web site or through other acceptable means. If a Seller has made any additional marketing materials (e.g., banner ads, logos or other artwork or branding) (Marketing Support Materials) available via the DR oneNetwork Affiliate Program, You may use these Marketing Support Materials in Your promotional activities. However, a Seller may, through Special Seller Terms, limit how You may use, distribute or display any Referral Link or Marketing Support Materials. Without limiting the foregoing, You also agree that: o You shall not place Referral Links or Marketing Support Materials in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chatrooms, guestbooks, Internet relay chat channels or through similar Internet resources. o You shall not place Referral Links in any manner which may (intentionally or unintentionally) mislead any Customer. o You shall not cause any use of a Referral Link, or any subsequent Referral Sales, to be made in bad faith or through fraudulent means, including, but not limited to, using any device, program, robot, inline frames, hidden frames, or redirects. o You may be restricted (via Special Seller Terms) from receiving Payouts for Referral Sales made directly by You or on Your behalf by Your agent. o You shall only be entitled to Payouts that are a direct result of a Customer completing a Referral Sale directly through the use of Your Referral Link. o Either Sellers or DR may impose time limits in which a Referral Sale must be completed after the Customer has used Your Referral Link. * DR shall provide You with access to tracking and reporting tools regarding Your participation in the DR oneNetwork Affiliate Program, to the extent those tools are then-currently described and are generally available to Affiliates via the DR oneNetwork Affiliate Program web site. * On-line support service is available through the Help section of the DR oneNetwork Affiliate Program web site. Email support is available between 9 a.m. and 5 p.m. CST Monday through Friday, excluding holidays, or on such other schedule as DR may determine from time to time. * Either DR or You may provide the other with information that is confidential and/or proprietary to the discloser or its partners ("Confidential Information"). Each party agrees to maintain the confidentiality of such information using the same degree of care as it does with your own information of similar importance (but in no case less than reasonable care). Confidential Information shall not include information that is or becomes part of the public domain through no act or omission of the recipient, or is lawfully received by the recipient from a third party without restriction on use or disclosure and without breach of this Agreement or any other confidentiality or legal obligation, or that the recipient had in its possession on a non-confidential basis prior to the date of this Agreement (except to the extent unlawfully misappropriated). You expressly agree that DR may provide Sellers with Your email address(es) and basic Affiliate account detail (including but not limited to Your address, phone and fax number, web site name (if applicable), date You first entered into operation or under this Agreement, and visitor demographics to Your web sites). * You will be given a password and User ID to access certain parts of the DR oneNetwork Affiliate Program web site, including the tracking tools. You shall be responsible for all usage and activity on Your User ID account and for loss, theft or unauthorized disclosure of Your password (other than through DR's grossly negligent or willful conduct or omission). You shall immediately notify DR in writing of any known or suspected unauthorized use of Your User ID account. * Any privacy policy posted by a Seller in association with its Store, as well as DR's privacy policy accessible via the DR oneNetwork Affiliate Program web site, including any subsequent versions posted by a Seller or DR, is hereby incorporated by reference into this Agreement. You agree that You will not act in any manner that would violate any such privacy policy, or could reasonably be deemed to cause DR or any Seller to be non-compliant with its own privacy policy. You will fulle a member of Seller's Program. * The Referral Links and Marketing Support Materials are owned or licensed solely and exclusively by DR or a Seller, as appropriate, and You agree not to challenge any of their respective proprietary rights. Your use of these shall inure to the benefit of DR or Sellers, as appropriate. You agree, upon DRs demand, to promptly stop or alter any of Your uses of these which DR or a Seller deems to be improper or which may have the potential to put the business of DR and/or Seller(s) at risk, and/or to increase the risk of liability to DR and/or Seller(s). * You may not use DRs or any Sellers names, trademarks, service marks or domain names in any manner would reasonably lead a person to believe that You are DR or the Seller or that You are acting in any manner other than as an non-exclusive approved Affiliate. You may not describe Yourself as an authorized dealer, agent, sales representative, or through the use of any other term or in any other manner which implies you are anything other than an Affiliate as described in this Agreement. You may not claim that You or Your business has been approved or endorsed by DR or any Seller. HOW DO WE MAKE PAYOUTS? * DR shall determine (where possible) actual Payouts that should be paid to You by Sellers under the Programs for which You are an approved Affiliate. On a monthly basis, on Sellers behalf as its agent, DR will deliver the Payouts that DR has calculated that You are owed by those Sellers, provided in each Sellers case that the Seller has an outstanding balance of funds held by DR which may be used for Payouts (the Seller Funds). Whether or not DR is holding any Seller Funds, and how much is being held at any time, is subject to a separate agreement between DR and the Seller concerning the operation of the Store. Your first affiliate payment shall be made in the payment cycle following the sixty (60) day anniversary of Your first non-refunded sale, unless otherwise agreed to by DR in writing. The delivery of Payouts will be made via ACH payment and will be no more often than monthly, on a schedule to be determined by DR unless otherwise specified. Monthly payments may also be made via the DR VISA Electron card (see specific terms and conditions) or via wire/check for a USD fee per payment made. If You qualify and meet certain minimum thresholds, DR may (at its sole discretion), provide weekly payments via ACH only. * You agree that any Payout payments delivered to You by DR are, in fact, payments to You from the Seller (as noted on the remittance advice DR may deliver with the Payout payments), are delivered by DR solely as an agent on the Sellers behalf in satisfaction of the Sellers Payout obligations to You. You agree that DRs delivery of Payouts shall in no way create any ongoing obligations on DRs part to further satisfy these obligations, and that DR disclaims any and all liability for these payments. You acknowledge and agree that if at any time the Seller Funds held by DR are not adequate to satisfy any Payout obligations You may be owed by a Seller, or if for any reason DR does not payment of earned Payouts to You, You will hold DR harmless from and against any failure to pay Payouts to you, and Your sole recourse for any earned Payouts not paid to You shall be to make a claim against the relevant Seller(s). * If the total balance of Payouts owed to You in any particular month is less than USD ( USD if You are paid weekly), DR shall withhold the payments for that month and until the month in which the total payments meet or exceed the minimum payment threshold specified above. However, DR agrees that it will not hold any Payouts owed to You for more than one (1) year. * You acknowledge and agree that any Program that requires calculations of Payouts to be based on net receipts may have Chargebacks that accrue after the month You have received a Payout, that DR will calculate these Chargebacks as charges against any other Payout amounts owed to You in subsequent months, and that You will remain responsible to the applicable Sellers in any event for outstanding negative balances which arise out of Chargebacks related to Your Referral Sales. WHAT DO YOU PROMISE TO US? You make the following representations, warranties and covenants to DR: * You have and shall have at all times all rights necessary to enter into this Agreement, to grant the licenses You grant hereunder, and to perform your obligations hereunder, and that You are of legal age and otherwise competent to be contractually bound to this Agreement. If You are a corporation or other form of business entity, the person who has entered into this Agreement on Your behalf is authorized to bind You to this Agreement, and the board of directors or others who control the corporation or other business entity have authorized the entity to enter into the Agreement. * You are solely responsible for compliance with, and will comply at all times with, all civil and criminal laws, rules and regulations applicable to You and Your business (including without limitation the CAN-SPAM Act of 2003). * Your Content which You in any way associate with DR, the DR oneNetwork Affiliate Program, or any Seller, does not infringe the intellectual property rights of DR, a Seller, or any third party. * All of the information You provide to DR is correct as of the time You entered it, and You will promptly update any of that information when it has changed. * In all of Your actions as an Affiliate and while associating Yourself with DR, the DR oneNetwork Affiliate Program and/or any Seller in any way, You shall not do any of the following: engage in deceptive trade practices or any Regulated Business; engage in spamming, indiscriminate advertising or sending of unsolicited commercial email; replace, intercept, interfere with, hinder, disrupt or otherwise alter a Customers access, view or usage of Your web site, a Referred Link or a Sellers web site, including without limitation any click-through or traffic-based transaction; auto-set cookies on a Customers browser; perform any activity that involves, facilitates, advocates or promotes (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability, (b) libelous, defamatory, obscene, pornographic, sexually explicit or abusive activities or materials, (c) gambling or illegal substances, (d) sedition, unauthorized copying or distribution of copyrights materials (e.g., music, videos, books, etc) or any other illegal activities, or (e) any violation of law or breach of the intellectual property or other rights of any other person, entity or organization; violate the reasonable standards of doing business on the Internet (as determined by DR in its sole discretion); or any other activity which may expose DR or any Seller to increased business risk or legal liability. WHAT RIGHTS DO WE HAVE AND KEEP? * DR reserves the right to be able to utilize any data it derives from use of the Referral Links or Referral Sales, which may include information about Your performance statistics, to analyze DR oneNetwork Affiliate Program trends, monitor DR oneNetwork Affiliate Program efficiencies, maintain the integrity of the Referral Link code system, promote DR oneNetwork Affiliate Program capabilities and efficiencies, and promote You to Sellers. Further, where a particular Customer has authorized release of information to You (for example, as part of a rewards program You operate), DR may also disclose data regarding the Customers Referral Sales transaction to You if You referred the Customer to the Store. * The Programs are offered by Sellers and not by DR. DR is acting solely as a service provider to both You and the Seller to administer the Program and to process Sellers payment obligations to You. All product sales commissions are determined by the Seller. You acknowledge and agree that DR is in no way responsible for the practices of any Seller and/or the content that a Seller makes available through the DR oneNetwork Affiliate Program, the payment of any Payouts that may be owed to You, or the performance of or any damages caused by the products or services sold by the Seller through the Store. DR does not guarantee any of the Sellers obligations to You, and You agree that You are not relying on DR to ensure the validity or enforceability of any Seller Program Terms. * Your relationship with DR is non-exclusive, and DR may enter into similar relationships with others without regard to competition with You or any of Your other interests. DR neither approves nor endorses Your businesses or other efforts other than approving Your rights to act as an Affiliate in the DR oneNetwork Affiliate Program as described in this Agreement, and You shall not in any way imply any other approval or endorsement by DR or any Seller. * DR reserves the right to impose limits on sales of products through Stores in DRs sole discretion and to refuse to process transactions to specific Customers for any reason. Specifically, DR may limit or restrict sales to a minimum or maximum retail price, impose limits on the amount or number of purchases which may be charged to an individual credit card account during any time period, or refuse to accept orders from Customers with a prior history of questionable charges. WHAT WARRANTIES DO WE DISCLAIM? DR makes no promises or warranties to You that Customers will purchase products from a particular Seller, that Referral Links will be functional at all times, or that Sellers Stores will operate at all times or without error. DR PROVIDES ITS SERVICES TO YOU UNDER THIS AGREEMENT AS-IS, WITH ALL FAULTS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DR DISCLAIMS ANY AND ALL IMPLIED WARRANTIES WHICH MAY ARISE UNDER LAW OR EQUITY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ACCURACY OF INFORMATION. Except for any obligations DR has to pay You the Payouts, You agree that Your sole and exclusive remedy for any breach of this Agreement by DR is for You to terminate this Agreement. HOW IS OUR LIABILITY LIMITED? DRs total aggregate liability to You arising out of or under this Agreement shall be limited to One Hundred Dollars (). You agree that Your sole remedy for any failure to receive Payouts is against the applicable Seller, and not against DR. DR SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY DESCRIPTION (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OR INTERRUPTION OF BUSINESS), WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF THE NUMBER OR NATURE OF CLAIMS. THE LIMITATIONS UPON DAMAGES AND CLAIMS SET FORTH IN THIS AGREEMENT IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE TERMS OF THIS AGREEMENT REFLECT AN AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES SUPPORTED BY (AMONG OTHER THINGS) THE PRICING AGREED TO BETWEEN THE PARTIES, AND THIS ALLOCATION IS A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN THEM. YOU INDEMNIFY US FOR CERTAIN LOSSES You and Your successors and assigns shall indemnify, defend, and hold harmless DR, its corporate affiliates and subsidiaries and each of their respective directors, officers, employees, agents and subcontractors, and their respective successors and assigns from and against and in respect of any and all third party claims, demands, losses, costs, expenses (including, but not limited to, the cost of obtaining an opinion of counsel in response to a notice of potential infringement of the intellectual property rights of any other person or organization), obligations, liabilities, damages, recoveries and deficiencies, including interest, civil or criminal penalties or fines, reasonable attorneys fees and costs, that an indemnified party may incur or suffer, which arise, result from, or relate to (a) Your failure to perform, violation or breach of any of Your representations, warranties, covenants and/or obligations under this Agreement; or (b) an actual or alleged breach of any applicable civil or criminal laws by DR caused directly or indirectly by Your actions or inactions (other than breaches of law due to DRs own knowing and intentional violation); or (c) Your participation in the DR oneNetwork Affiliate Program or any Program, including without limitation any taxes, liens, duties or other civil obligations which may be imposed on DR directly as a result of Your participation (other than taxes directly imposed on DR based on DRs own income); or (d) claims arising out of any other activities You perform, services You provide, or products You sell which are associated publicly in any manner with the DR oneNetwork Affiliate Program or any of its Sellers; or (e) the assertion of any infringement or other claims alleging that Your Content violates the intellectual property rights of any other person or organization (including those rights held by DR or any Seller); or (f) claims relating to the violation of any privacy policies You are required to comply with under this Agreement; or (g) the negligence or willful acts or omissions of You or Your employees or agents. DR will promptly provide You with written notice of any claim for which DR seeks indemnification and will tender the defense of that claim to You. You will respond in writing to the tender of defense within twenty (20) business days of Your receipt of this notice, notifying DR of any claim, demand, suit or proceeding for which You have agreed to indemnify and hold DR harmless, and You will, upon DRs written request, will promptly defend and continue the defense of that claim, demand, suit or proceeding at Your expense. A failure by You to respond in writing to the tender of defense within the time specified in this paragraph will be deemed a waiver of any objection to its obligation to defend DR, but a reservation of Your rights to object to any subsequent obligation to indemnify or to hold harmless DR. In the event You accept the tender of defense with a reservation of rights, reject the tender of defense or fail to respond to a tender of defense, DR shall thereafter have the right to control of the defense of that claim, including the right to select which firm defends the claim. In the event You reject the tender of defense, You will be liable for any legal fees and expenses incurred by DR to compel You to honor Your indemnification obligations. You will obtain DRs express prior written approval to settle any claim if the settlement (i) arises from or is part of any criminal action, suit or proceeding, or (ii) contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of DR, or (iii) requires any specific performance or non pecuniary remedy by DR. If You fail to undertake and continue the defense or fail (in DRs sole and reasonable opinion) to adequately pursue or conduct the defense, DR will have the right (but not the obligation) to make and continue the defense as it considers appropriate, and the expenses and costs thereof (including without limitation the amounts of any judgment rendered against DR) will be paid by You. You further agree that You shall indemnify DR for any reasonable attorneys' fees or other costs incurred by DR in investigating or enforcing its rights under this Agreement. HOW LONG DOES THIS AGREEMENT LAST? * This Agreement starts on the date You acknowledge Your agreement with its terms to DR, and will last until the day either of us should desire to terminate this Agreement. Neither You nor DR are obligated to continue under this Agreement for any period of time, and You should not rely upon whether or not Your participation in the DR oneNetwork Affiliate Program will continue for any period of time. * Either DR or a Seller may terminate Your agreement to participate in a particular Program with that Seller, or this Agreement in its entirety, at any time with or without cause upon notice to You. * If You are in breach of any provision of this Agreement, DR may provide You with notice of Your breach, and DR may (at its sole option) either provide You with an opportunity to cure, suspend Your use of DRs services, or terminate this Agreement with or without notice to You. * If DR believes You have engaged or are engaging in fraudulent activities or are otherwise in breach of any of the terms of this Agreement, DR may (without notice to you) suspend any of your pending Payout payments, and suspend the tracking of any new Referral Sales (without discontinuing tracking of Chargebacks). Such temporary conditions may continue for so long as reasonably required by DR to investigate the circumstances, until You cure Your breach, or until this Agreement has been otherwise terminated. If DR believes that You are engaging any suspected fraudulent, abusive or otherwise illegal activity, DR may also refer this knowledge to the appropriate law enforcement agencies (as DR deems appropriate). * With respect to DR and all Sellers once this Agreement has been terminated, or with respect to a particular seller in the event your participation in a particular Program (but not the Agreement) is terminated, DR and You agree to the following: o You will no longer be credited for Referral Sales arising out of any transactions on any of Sellers Stores that occur on or after the termination date. o Your obligation to pay DR for any shortfall in Your account (e.g., any obligations You may have arising out of Chargebacks) survives the termination of the Agreement. Without limiting the foregoing, You will satisfy any obligations You may have regarding Chargebacks to DR upon DRs or any applicable Sellers demand, or within 30 days of the effective date of termination, whichever comes sooner. o DR will continue to make Payout payments to You as per this Agreement. o All licenses and sublicenses granted to You under by Sellers or otherwise under this Agreement will terminate, and You will immediately remove references to DRs name and those of Sellers, and any Referral Links and Marketing Support Materials, from Your web site, as well as from any other marketing materials which You distribute, publish or broadcast after the date of the termination. o You will continue to be responsible for any liability that might arise out of Your participation in the DR oneNetwork Affiliate Program (including without limitation fraudulent transactions, any infringement of intellectual property rights, and any other violation of law that may have occurred as a result of that participation). The provisions of this Agreement which contemplate their survival past the term of this Agreement shall survive the termination of this Agreement, including but not limited to DRs reserve rights and all of Your indemnity obligations. o DRs exercise of any of its rights under this Agreement shall be non-exclusive, and DR may also exercise its rights to obtain any other remedies available to it at law or in equity. ANYTHING ELSE WE AGREE UPON? * This Agreement is a valid and enforceable agreement between DR and You that sets forth the entire understanding between the parties with respect to the subject matter hereof, there being no terms, conditions, warranties, or representations other than those contained in this Agreement. * DR may amend this Agreement at any time by publishing a new version on the DR oneNetwork Affiliate Program web site. Your continued participation in the DR oneNetwork Affiliate Program following the effective date of a new version (including without limitation any use, display or distribution by You of any Referral Link) will constitute Your acceptance if the new version, and all amendments to the prior forms of this Agreement, as of the effective date of their publication by DR. If any amendment made by DR in this manner is unacceptable to you, your only recourse is to terminate this Agreement. No other amendments to this Agreement shall be valid unless made in writing and signed by both You and DR. * You may not assign this Agreement, or any of Your rights under this Agreement, without the prior express written permission of DR, and any attempt to assign in violation of the preceding shall, at DRs option, render this Agreement null and void. However, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. DR may assign this Agreement or delegate its duties under this Agreement without Your permission. DR may engage the services of subcontractors to assist DR in the performance of its obligations pursuant to the provisions of this Agreement. * DR is relieved of any obligation to perform under this Agreement if it is unable to perform as a result of natural disaster, war, emergency conditions, labor strike, acts of terrorism, the substantial inoperability of the Internet, the inability to obtain supplies, or other reasons or conditions beyond DRs reasonable control. * This Agreement shall be governed by and interpreted under the laws of the State of Minnesota, United States of America. The parties specifically disclaim application of the United Nations Convention on the International Sale of Goods. Any disputes or conflicts related to or arising out of this Agreement will take place exclusively in the state or federal courts located in Hennepin County, Minnesota, USA, and You expressly agree that any of these courts has personal jurisdiction over You. You waive all defenses of lack of personal jurisdiction and forum non-conveniens. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs. * DR may from time to time establish and revise rules and regulations regarding use of the DR oneNetwork Affiliate Program by posting them on the DR oneNetwork Affiliate Program web site. Any of these rules or regulations (or revisions of the same) shall be deemed incorporated within and made a part of this Agreement as of the time they are posted. * If You are obligated under this Agreement to tell DR something or You wish to give DR legal notice of any kind, You must do so in writing and deliver it by certified mail, postage pre-paid and return receipt requested, OR by nationally recognized overnight courier which provides a written proof of delivery (e.g., FedEx, UPS, DHL, etc.), to Digital River, Inc., ATTN: General Counsel, 9625 76th Street, Suite 150, Eden Prairie, MN 55344. If DR is obligated under this Agreement to tell You something or DR wishes to give You legal notice of any kind, DR may choose to do so either (a) by use of any of the addresses You gave to DR during Your registration as an Affiliate, including postal mail or e-mail, or (b) by posting such notice on the DR oneNetwork Affiliate Program web site. If any notice fails to reach You because You gave DR inaccurate address information, DRs notice shall nonetheless be deemed to have been delivered to You. * No waiver or breach of any provision of this Agreement (a) will be effective unless made in writing, or (b) will operate as or be construed to be a continuing waiver of such provision or breach. In the event any portion of this Agreement is held to be invalid, the same will not affect in any respect whatsoever the remainder of the Agreement. The provisions of this Agreement will not in any respect whatsoever be deemed to create a partnership, joint venture, or other business combination between DR and the Company. Notwithstanding any applicable statute of limitations, the Parties agree that any claims for breach of this Agreement will be brought by a Party within two (2) years of the date that Party first has notice of the existence of such breach. No provisions in either Partys purchase orders or other business forms will modify, supersede or otherwise alter the terms of this Agreement. This Agreement has been negotiated by the Parties and their respective counsel, and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either Party based on draftsmanship of the Agreement or otherwise. Headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Any reference to a section will refer to all subsections of that section. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which will be one and the same document. A copy (including PDF) or facsimile of a signature will be binding upon the signatory as if it were an original signature. This Agreement will not become binding on either Party until each Party has received a counterpart executed by the other Party. I accept/do not accept the terms and conditions of the license agreement.* I HAVE READ THE MEMBERSHIP AGREEMENT AND I ACCEPT THE TERMS I Do NOT Accept
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Yes sign me up as an Affiliate and enter me in the Sweepstakes. I have read and accept all terms and conditions in the Official Sweepstakes Rules. I understand all registration and associated information related to the Sweepstakes will be processed in the United States and in accordance with U.S. privacy laws. No thanks, just sign me up as an Affiliate

* required