Unsuitable Sites include, but not limited to, those that:

2. DEFINITIONS

2.1 “Approved Referral” means a Qualifying Product approved by INYC where by (a) a visitor to INYC web site (a “Customer”) purchases a Qualifying Product; (b) that Customer has accessed INYC web site and purchased the Qualifying Product online via a Qualifying Link from your site; and/or (c) that Customer has accessed INYC web site and submitted an online inquiry regarding INYC’s product or service, which resulted into offline purchase of such product or service by such Customer, provided that it is the last link to INYC site that the Customer uses during a Session where a sale of a product or service to Customer occurs.

2.2 “Offer” means a specific offer posted by INYC through INYC Affiliate Program. The terms and conditions of such offer shall be incorporated into this Agreement.

2.3 “Qualifying Link” means a hyperlink, whether in text or graphic form, from Your site to INYC’s site using one of the Required URLs.

2.4 “Qualifying Product” means INYC product or service that’s is offered at INYC Site and is subject of an offer.

2.5 “Required URL” means a URL specified in an Offer to be used to link from your Site to INYC Site.

2.6 “Session” means the period between the time a Customer first clicks on a Qualifying Link on your Site and the time the Customer is approved by INYC for a Qualifying Product.

2.7 “Site” means a World Wide Web site and, depending on the context, refers either to INYC site located at a URL to be provided to INYC as identified in your INYC Affiliate Program registration form.

3. OFFERS

3.1 From time to time, INYC may post through INYC Affiliate Program Offers to pay participating affiliates of INYC Affiliate Program, a Fee on certain Approved Referrals through a Qualifying Link.

3.2 The terms of an Offer, as posted on INYC Affiliate Program or otherwise communicated to You, shall be governed by the term and conditions of this Agreement. However, in the event of any inconsistency between terms of the specific Offer and the terms of this Agreement, the terms of this Offer shall govern.

3.3 At any time prior to providing You a Qualifying Link through INYC Affiliate Program, INYC may, with or without notice, (a) change, suspend, or discontinue any aspect of an Offer or (b) remove, alter, or modify any graphic or banner ad. You agree promptly implement any request from us to remove, alter, or modify any graphic or banner ad submitted to You that is being used in connection with an Offer.

4. YOUR RESPONSIBILITIES

4.1 You agree to link your Site to areas within INYC Site using Qualifying Links to URLs. You may post as many Qualifying Links as you like. The position, prominence, and nature of the links on INYC Site shall comply with any requirements specified in the Offer and any further request of INYC. You must post at least one Qualifying Link no later than 30 days after receipt of acceptance in INYC Affiliate Program. Only valid Qualifying Links created by INYC in connection with INYC Affiliate Program will be tracked for purposes of determining bounty fees that You may be eligible to receive on Approved Referrals through your Site.

4.2 We will not make, and are not obligated to make any representations, warranties, or other statements concerning You, your Site, any of your products or services, or your Site policies, except as expressly authorized by the Offer.

4.3 You agree to develop, operate and maintain your Site and all contents that appears on your Site in good working order in accordance with industry policies. We disclaim all liability for such development, operation, and maintenance contents. You will maintain a privacy policy acceptable to INYC including an “opt-in” promotional policy whereby You will only use Customer information provided to You by Customer with the prior explicit consent of such Customer. You will indemnify and hold INYC harmless from all claims, damages, and expenses including, but not limited to, attorneys’ fees relating to the development, operation, maintenance, and content of your Site. You will notify INYC of any malfunction of the Required URLs or other problems with your participation in INYC Affiliate Program within 24 hours of their occurrence. INYC will respond in normal course to reasonable concerns upon notification.

4.4 You must obtain ten (10) or more Approved Referrals within ninety (90) days of receipt of acceptance in INYC Affiliate program to maintain eligibility to participate.

5. FEES

5.1 Fees, Reports. INYC will furnish You with access to online report (the “Report”) including the count of click-though leads and the number of Approved Referrals due. INYC will pay You the fee specified in the Offer then in effect on the date of the Approved Referral (the “Fee”) provided however, that only one (1) Fee payment will be made for each Customer regardless of the number of Qualifying Products the Customer obtained. Payment shall be maid to You within _____________ (___) days of each month’s/quarter’s end for each Approved Referral attributed to You in such month/quarter (month/quarter is calculated on a calendar basis for the purpose of this Agreement). However, if the Fees payable to You for any calendar month/quarter are less than $______.00, INYC will hold those Fees until the total amount due is at least $______.00, or until this Agreement is terminated, whichever occurs earlier.

5.2 You will not process any referrals. You acknowledge that all agreements relating to sale of INYC products and/or services to Customers shall be between INYC and the Customer. Customers who obtain INYC products or services will be deemed to be Customers of INYC. Accordingly, all INYC rules, policies, and operating procedures concerning customer orders, customer service, customer data, and product and/or service transactions will apply to those Customers. INYC may change its policies and operating procedures at any time without prior notice.

5.3 All determinations of whether You were entitled to Fee will be made by INYC and will be binding.

5.4 If You become a INYC Affiliate less then _____ days prior to the end of a month/quarter, then any and all Fees generated during the initial period shall be included in the next month/quarter for the purpose of payment of those Fees by INYC.

6. OWNERSHIP AND LICENSES

6.1 Each party owns and shall retain all rights, titles, and interests in its names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology currently used or which may be developed and/or used by it in the future.

6.2 INYC grants to You a limited, revocable, non-exclusive, non-transferable license to use the graphic images and/or text included in the Qualifying Link, which may include INYC name, logos, trademarks, service marks (collectively, “Marks”), solely for purpose of this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, You will not copy, distributed, modify, reverse engineer, or create derivative works from, the Marks. You may not sublicense, assign or transfer any such licenses, and any attempt at such sublicense, assignment, or transfer is void. You must follow INYC’s trademarks, corporate identity guidelines, as those guidelines may change from time to time. Any use of INYC Marks on your Site must be approved by INYC prior to publishing. INYC may revoke your license at any time by giving you written notice. If your license is revoked, You will not receive any outstanding compensation for Approved Referrals.

6.3 You will not at any time undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement: (a) modify or alter INYC’s (i) Site in any way, or (ii) any Qualifying Link except and express to set forth herein or as directed by INYC; (b) make any representations, either express or implied, or create an appearance that a visitor to your Site is visiting INYC’s Site; or (c) during the term of or after the expiration or termination of this Agreement, use any mark, name or domain name of any type which is the or confusingly similar to INYC’s name or Marks.

7. TERMINATION

7.1 Either party may terminate your participation in an Offer at any time by deleting its acceptance of the Offer through INYC Affiliate Program. Termination of a specific Offer shall not be deemed to terminate any other Offers.

7.2 Either party may terminate this Agreement at any time for any reason immediately by providing written notice of such termination to the other party. Termination of this Agreement shall also terminate any outstanding Offer. However, all rights to payment, causes of action, and any provisions, which by their terms are intended to survive termination, shall survive termination of this Agreement.

7.4 Upon termination of this Agreement for any reason, You will immediately cease use of, and remove from your Site, all links to INYC Site, all Marks and all other materials provided by or on behalf of INYC to You pursuant hereto or in connection with INYC Affiliate Program. You are only eligible to earn Fees for Approved Referrals occurring during the term of this Agreement, and Fees earned through the date of termination will remain payable.

8. REPRESENTATIONS

8.1 You represent and warrant that (a) you have the authority to enter into this Agreement and sufficient rights to grant any licenses expresses herein, and (b) any material which is provided to You or displayed on your Site will not (i) infringe on any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, stature, ordinance, or regulation; (iii) be defamatory or libelous; (iv) promote discrimination; (v) be false advertising; (vi) promote violence or contain hate speech; (vii) promote discrimination, based upon race, sex, religion, nationality, sexual orientation or disability; or (viii) contain spaming, jump pages, “pop-ups”, viruses, Trojan horses, worms, time bombs, cancelbots, or other similarly harmful or deleterious programming routines.

8.2 NEITHER PARTY MAKES ANY REPRESENTATIONS OR, WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INYC MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS OR SERVICES MARKETED THROUGH THE PROGRAM OR THAT INYC SITE WILL BE UNINTERRRUPTED OR ERROR-FREE AND WILL NOT BE RESPONSIBLE FOR CONSEQUENCES OR ANY INTERRUPTIONS OR ERRORS.

9. INDEMNIFICATION. Each party hereby agrees to indemnify, defend, and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liabilities, claims, losses, damages, injuries, or expenses, including, but not limited to, reasonable attorneys’ fees brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

11. GENERAL.