True.com affiliate marketing agreement

You as “Publisher" have entered into a Publisher Service Agreement (also known as the “Publisher Service Agreement) with Commission Junction, Inc. ("CJ") to enable you to participate in Performance Marketing Programs (also known as Affiliate Marketing Programs) facilitated by CJ through its Network Service. This True Affiliate Program Agreement (this “Agreement”) is made by and agreed to between TrueBeginnings, LLC, a Texas limited liability company (“True” or “Advertiser”) and you (“you”, “your” or “Publisher”), and contains the terms and conditions that apply to your participation in the True Affiliate Program, which is being offered to you through the Network Service. The capitalized terms used herein and not otherwise defined shall have the meanings attributed thereto in your Publisher Service Agreement.

Enrollment in the True Affiliate Program. In order to enroll in the True Affiliate Program, you must first submit an Application (as defined herein) and indicate your acceptance of the terms and conditions set forth in this Agreement by clicking on the "Accept" button at the bottom of this page. By submitting your Application and clicking on the “Accept” button, you certify that you have read and understood the terms set forth in this Agreement and that you are authorized to submit the Application on behalf and in the name of the named Publisher.

To begin the enrollment process, you must submit an accurate and complete application (“Application”) to True via CJ’s Web site. True will evaluate your Application in good faith and will notify you of True’s acceptance or rejection thereof. True may reject your Application, or terminate your participation in the True Affiliate Program, if True (in its sole discretion) determines that (1) you are unsuitable for the True Affiliate Program for any reason, including, without limitation, inclusion or promotion of images or content that, at any time, is in any way unlawful, harmful, threatening, defamatory, libelous, obscene, harassing, hate-oriented, or racially, ethically or otherwise objectionable such as Web sites that: depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities, offer any illegal good or service (or link(s) to a Web site(s) that does so) or incorporate any materials which infringe or assist others to infringe any copyright, trademark or other intellectual property rights (collectively "Content Restrictions"), or (2) if you engage in spamming, indiscriminate advertising, unsolicited mailing of commercial email, cracking, hacking, warez, cybersquatting or typosquatting.

TRUE does not allow Publishers participating in the True Affiliate Program or other publishers, affiliates or other third parties to serve ads or otherwise market to websites catering exclusively to, or primarily targeting, individuals under the age of eighteen. True will not pay for services provided in violation of this policy, and the parties agree that they will immediately take action to correct any violations hereof.

Publisher’s continuing compliance with this Agreement is a condition to Publisher’s continuing participation in the True Affiliate Program. True reserves the right to review and audit your Web site(s) from time to time to determine your continued compliance with this Agreement. Your Web site(s) must be and remain fully functional, and True may reject or terminate you from the True Affiliate Program if your Web site is not live or is under construction, if such Web site is a personal homepage or personal Web site, or if such Web site violates any of the Content Restrictions set forth hereinabove. Notwithstanding the foregoing, True may not review all content on your Web site. You shall remain solely responsible for your Web site content. True shall not, under any circumstances, be responsible for the practices of any Publisher or such Publisher’s Web site(s), and/or the content of a Publisher’s subscription e-mails. Further, you agree to indemnify and hold True harmless from all claims, damages, and expenses relating to the development, operation, maintenance, and contents of your service and/or Web site including any email initiatives.

Publisher’s Use of Links. As a “Member” in the True Affiliate Program, you will have access to banners, icons, buttons, graphic files and/or text links (collectively referred to herein as "Links" or, individually, as a "Link") to True’s Web site that may contain True's logo (and/or words identifying True), trademarks, service marks, trade names, and/or copyrighted material (collectively, “True Content”). Subject to the terms and conditions hereof, you may display such Links as often and in as many areas on your Web site as you desire. You agree not to copy nor modify, in any way, any Links, or any True Content contained therein, that have been made available to you through your participation in the True Affiliate Program. In that regard, you shall not remove or alter any copyright or trademark notices from any Links provided to you in connection with the True Affiliate Program.

You may not place Links in newsgroups, message boards, unsolicited e-mail and other types of spam, banner networks, counters, chatrooms, guestbooks, IRC channels or through similar Internet resources. You must place Links in such a manner that it is unlikely that they will mislead a Visitor, and such that it is reasonably likely that they will deliver bona fide Transactions by Visitors to True from the Link. Any inclusion of the Links in subscription e-mail messages is prohibited without prior written approval of True, and, if approved by True, then Publisher will be required to enter into a supplemental agreement that will be appended to and incorporated into this Agreement. You shall not sublicense any of the rights granted to you hereunder with respect to the Links and the True Content without the prior written consent of True. Any such sub-licensee will be subject to the terms and conditions set forth herein. None of your promotional activities may infringe on True’s intellectual property rights (including, without limitation, True’s trademarks, service marks, trade names, and copyrights).

You shall not cause or enable any Transactions to be made that are not in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, forced clicks, JavaScript popup windows, redirects or clicking on the Links. You shall not establish or cause to be established any promotion that provides any rewards, points or compensation for Transactions, or that allows third parties ("Sub-Publishers") to place Links or True Content on the Sub-Publisher's Web site or in its e-mails, unless you receive True’s prior written permission. You shall be responsible for ensuring that each such Sub-Publisher meets True’s eligibility requirements (as established from time to time by True), is bound by and complies with Publisher’s duties (and where stated, Sub-Publisher’s duties) as specified in this Agreement.

Commissions. The commission payable to Publisher in connection with its participation in the True Affiliate Program is set forth on True’s Information Page on the CJ members’ area of the Network Service, which shall be subject to change upon 7 days prior written notice to Publisher. You agree that the submission of any fraudulent sales and/or leads shall result in immediate termination and a complete ban from the True Affiliate Program. Furthermore, no commissions shall be payable with respect to any fraudulent applications sales or leads, and such actions may result in prosecution to the full extent of the law.

To permit accurate commission tracking and reporting, Publisher will link its Web site to areas within True’s Web site using special "tagged" link URLs. These special URLs are accessible through CJ’s Web site or as otherwise instructed by True. Publisher must ensure that each of the links between its Web site(s) and True's Web site properly utilizes such tagged URLs. Publisher will only earn commissions with respect to activity on True’s Web site occurring directly through tagged URLs. True shall not be liable with respect to any failure by Publisher to properly use tagged URLs, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to Publisher pursuant to this Agreement. Publisher shall only earn commissions on successful “Subscriptions,” defined as a Visitor whose credit card is successfully debited by completing the form and providing credit card information at https://www.true.com/paysub.htm, followed by the opening of the https://www.true.com/payment_received.htm page and after any free trial period plus 7 days has expired without subscriber cancellation.

True shall not be responsible to Publisher for reporting, maintaining or retaining any information in connection with, relating to or arising out of this Agreement including, without limitation, commissions payable to Publisher. Publisher shall direct all requests for any of the foregoing information solely to CJ in accordance with the terms and conditions of the Publisher Service Agreement. Commission amounts are tracked and paid to you by CJ on behalf of True. Commission Payments are made in accordance with the commission schedule set forth in True’s Information Page and are subject to the terms and conditions contained herein and in your Publisher Service Agreement.
Publisher shall be solely responsible for ensuring that its links to True’s Web site are formatted properly and maintained in a manner which allows CJ to track Visitor Transactions. No commission shall be paid if the Visitor cannot be tracked by CJ's system or if the Visitor accesses True’s Web site through other than the Publisher’s links. Access to on-line statements of Qualifying Leads shall be provided to Publisher by CJ in accordance with the Publisher Service Agreement.

Visitors subscribing with True through the True Affiliate Program are customers of True. True and Publisher are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Publisher has no authority to make or accept any subscriptions or other offers on behalf of True. All True’s policies regarding membership and subscriptions will apply to such Visitors. Publisher has no authority to make, and True is not responsible for, any representations made by Publisher with respect to True, its policies and procedures.

You may not use on your Web site or anywhere else for any reason whatsoever or disclose to any third party any non-public personal or business information that can be linked specifically to any Visitors to True’s Web site that you obtain as a result of or in connection with your participation in the True Affiliate Program or as a result of any links to True’s Web site. Such information shall be deemed confidential information of True and shall be subject to the confidentiality restrictions set forth herein. Any violation by you of this provision may result in the immediate termination of this Agreement and/or suspension of your participation in the True Affiliate, in addition to the exercise by True of any other rights and remedies that may be available to it at law or in equity. Program .

Term and Termination. The term of this Agreement shall be continuous, unless and until either party terminates this Agreement in accordance with the following (i) True shall provide Publisher with seven (7) days prior written notice of termination, except in the event of breach by Publisher of the terms hereof; and (ii) Publisher, using the automated system with the Network Service, may drop out of the True Affiliate Program at any time. Notwithstanding the foregoing, in the event that Publisher breaches any provision of this Agreement or engages in one or more of the Prohibited Acts (as defined below), True shall be entitled to immediately terminate Publisher from the True Affiliate Program without prior notice.

Prohibited Acts. No Publisher, while participating in the True Affiliate Program, shall engage in any of the following activities (collectively, the “Prohibited Acts”):

Upon termination of this Agreement, any rights, license or sublicense granted to you or by you under this Agreement will terminate, and you and the licensee/sub-licensee must immediately destroy or delete all physical and electronic copies of True’s intellectual property and remove all Links placed by Publisher to True’s Web site from such Publisher’s Web site and/or subscription e-mail. You are only eligible to earn commissions on Qualified Leads occurring during the term of the Agreement. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Additional Responsibilities. You shall be solely responsible for ensuring that your Web site complies with all applicable copyright and other laws, including laws regarding sending emails or other content via the Internet to third parties. You must have express permission to use another party's copyrighted or other proprietary material. You will not make any unauthorized use of True’s name, URL, trademark, service mark, trade name, or content, to display or generate any advertising for True, to drive any traffic to your Web site, or for any other purpose, including without limitation for the purchase of keywords (except as expressly agreed to in writing by True), for embedding in any web site's metatags or source code, or otherwise to trigger or display pop-ups, pop-unders or any other advertisements. You will indemnify and hold True harmless from all claims, damages and expenses arising from any breach or alleged breach of this provision or any other provision of this Agreement.

You may not use any computer or other electronic device to send e-mail or advertisements with respect to True and/or the True Affiliate Program or containing any True Content to an electronic mail address without the prior written consent of True.
Policies and Procedures. You shall comply with all True’s policies and procedures applicable to you, as established by True from time to time and published on its Web site, including, without limitation, those policies relating to keyword bidding.

Publicity. You shall not create, publish, distribute, or permit any written material that makes reference to True without first submitting such material to True and receiving our written consent, which may be withheld by True in its sole discretion.

Modification. True may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, which amendments shall be effective seven (7) days after notice thereof is posted on True’s Website on or such later date designated in such notice. You acknowledge and agree that notice of any change by such posting on our Web site of a change notice or a new agreement will be considered sufficient notice to you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commissions, payment schedules, payment procedures, and program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the Program following the effective date of such amendment(s) will constitute binding acceptance of the change.

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 True or you, respectively, or any of True’s 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 and solely 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. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, current or potential investors, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Disclaimer of Warranties. TRUE MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE TRUE AFFILIATE PROGRAM OR ANY SERVICES SOLD THROUGH SUCH PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, TRUE MAKES NO REPRESENTATION THAT THE OPERATION OF TRUE’S WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND TRUE SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Limitation of Liabilities. IN NO EVENT SHALL TRUE BE LIABLE TO PUBLISHER FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TRUE’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR DUE AND PAYABLE TO PUBLISHER UNDER THIS AGREEMENT.

Governing Law. Notwithstanding anything else to the contrary in the Publisher Service Agreement, this Agreement will be governed by the laws of the United States and the state of Texas, 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 Texas, and Publisher irrevocably consents to the jurisdiction of such courts. Publisher agrees and acknowledges that the foregoing choice of law and venue is a modification to the Publisher Service Agreement with respect to the Publisher-True affiliation only. Publisher may not assign this Agreement, by operation of law or otherwise, without the prior written consent of True, which consent may be withheld in its sole discretion. This Agreement shall be binding on, inure to the benefit of, and enforceable against the parties hereto and their respective successors and permitted assigns. True’s failure to enforce Publisher’s strict performance of any provision of this Agreement will not constitute a waiver of True’s right to subsequently enforce such provision or any other provision of this Agreement. True, is a Texas limited liability company having its primary place of business at 5215 N. O’Connor, Suite 1600, Irving, Texas 75039.