1. Client Representative Terms, Conditions Agreement, and Operating Policy. Web Integrity services are provided by Web Integrity ("Web Integrity" or "we") to you ("CR" or "you"), subject to the terms of this Agreement and Web Integrity operating policy, which is incorporated herein and referred to as the "CR Operating Policy" or "CROP" and shall be collectively referred to as "CRA." The CRA may be accessed by http://www.webintegrity.com/content/resellers/terms_and_conditions. The CRA comprises the entire agreement between Web Integrity and you, and supersedes any prior agreements between you and Web Integrity with respect to the subject matter of the CRA. Web Integrity may revise the CRA at any time, and such revision shall be effective ten (10) days after notice of the proposed revision is posted on the CR Bulletin Board. You agree to review the CRA periodically to be aware of such revisions. If any such revision is unacceptable to you, you may terminate your CR status with Web Integrity as provided in Section 9 below. Your continued use of your Web Integrity Web site following the Effective Date of any such revision to the TAC shall be conclusively deemed as your acceptance of all such revisions.

2. Account Info. YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN YEARS OLD. You are entirely liable for all activities conducted on or through your Web Site and e-mail alias. You agree to provide Web Integrity with accurate, complete, and updated information, and to notify us promptly of any changes in such information. These changes in your account information, including current e-mail address, can be made on-line at http://www.webintegrity.com/crs/credit.cgi. It is your responsibility to keep your information current with us. All-important notices are sent via e-mail and not receiving these documents due to an invalid e-mail address will not be deemed a valid excuse for any reason. Failure to provide Web Integrity with accurate, complete, or updated information shall constitute a breach of this Agreement and unauthorized access to any of the Web Integrity servers, and may result in immediate termination of your account and subject you to civil and/or criminal liability. You may not select or use a user name of another person (unless it is also your name), a name in violation of the intellectual property rights of a third party, or a domain name that Web Integrity deems offensive or otherwise inappropriate. Additionally, you may not use your domain name in violation of CRA or in ways deemed inappropriate by Web Integrity (e.g. employing misleading advertising or unfair or deceptive acts or practices). All Customer Domains MUST be registered in the Customer's name, Company, and correct Company Address.

3. Charges. You are responsible for all charges associated your CR account. Any charges made for supplies; domain names or other services/products are your sole responsibility.

4. Rights and Responsibilities. You acknowledge that (i) Web Integrity permits access to Content that is protected by copyrights, trademarks, and other proprietary (including intellectual property) rights ("Rights"), and (ii) that these Rights are valid and protected in all media existing now or later developed and (iii) except as is explicitly provided otherwise, your use of Content shall be governed by applicable copyright and other intellectual property laws. (See CROP for details.) Web Integrity may elect at its sole discretion to monitor some, all or none of the activities of CR for adherence to the CRA. You agree to use Web Integrity only for lawful purposes. Any conduct by an CR that in Web Integrity sole discretion restricts or inhibits any other CR, Subscriber, person or entity from using or enjoying Web Integrity or another service will not be permitted and shall entitle Web Integrity to immediately terminate CR account status without notice. (See the CROP for examples of prohibited conduct). Web Integrity reserves the right to protect its CR and the Web Integrity service from offensive email communication including but not limited to the right to block mass email solicitations (i.e. junk mail.)

5. International C&S/Internet. (a) International Areas. Your access to and use of the International C&S will be governed (in addition to this Agreement) by separate terms and operating policies which conform to appropriate national laws and customs. (b) Web Integrity retains the right but not the obligation, in its sole discretion and without prior notice or liability, to limit the distribution within the Web Integrity Service of emailers' unauthorized mass email solicitations.

6. Web Integrity Software/Screen Name Licenses. Web Integrity grants you a non-exclusive, limited license to use the software through which you access Web Integrity ("Web Integrity Software") only for use in connecting to your Web Integrity server from authorized locations in accordance with this Agreement.

7. NO WARRANTY. CR EXPRESSLY AGREES THAT USE OF WEB INTEGRITY, WEB INTEGRITY SOFTWARE, WEB INTEGRITY EMAIL SERVICES AND IS AT CR SOLE RISK. WEB INTEGRITY, WEB INTEGRITY EMAIL SERVICES AND WEB INTEGRITY SOFTWARE ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. WEB INTEGRITY'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO USE OF WEB INTEGRITY. WEB INTEGRITY LIABILITY TO YOU FOR BREACH OF THIS AGREEMENT IS LIMITED SOLELY TO THE AMOUNT PAID BY YOU TO ACCESS AND USE WEB INTEGRITY BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES WEB INTEGRITY LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

8. Indemnification. Upon request of Web Integrity, CR agrees to defend, indemnify and hold harmless Web Integrity, its affiliated companies, licensees, telecommunications providers, and ICPs from all liabilities, claims and expenses, including attorney's fees, arising from breach of the CRA by use of, or in connection with, the transmission by or through CR Account of any Content on Web Integrity. Web Integrity reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by CR hereunder, and in such event, CR shall have no further obligation to provide indemnification for such matter.

9. Termination. Either CR or Web Integrity may terminate CR account at any time. Web Integrity can only terminate CR account for breach of any part of this agreement. Terminated CR's are not entitled to any residual commissions after the effective date of termination. CR notice of termination will be effective upon receipt by Web Integrity. In the event that a CR account is terminated or canceled, no refund of any fees, including domain name or supplies costs, will be granted and any time credited to CR account(s) is not convertible to cash or other form of credit.

10. Commissions are paid on the second Friday of every month and sent out via regular mail. Web Integrity will hold all funds until your check amount reaches a minimum of $50.00. You can set this amount higher if the cost of cashing U.S. checks is high, or for any other reason. Commission checks that are not received by the CR can be re-sent only after the first day of the following month. Such requests should be directed to crsupport@webintegrity.com. CR must maintain two or more accounts ordered under their CRID to continue to get commissions and or discounts on servers. Commissions are not paid for suspended or cancelled accounts, even if a customer pays all past due charges. To ensure accounts are not suspended, CR can view the status of their accounts at any time, from the Client Representative Sales / Support Area. It is recommended, but not required, that the CR follow up on these past due charges. Web Integrity does not suspend/cancel accounts until payments are 30 days behind. For this month, CR's are paid commissions whether the past due invoices are paid or the account is cancelled. CR that offer discounts to customers by waiving or refunding part of their commissions are subject to immediate termination, with the exception of the server setup fee for virtual servers.

11. Law. To the extent of any conflict between this agreement and the CROP, this agreement shall take precedence. Should any part of the CROP be held invalid or unenforceable, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions remain in full force and effect. The laws of the State of Washington, excluding its conflicts of law rules, shall govern the CROP and your CR status. CR expressly agrees that exclusive jurisdiction for any claim or dispute resides in the courts of the State of Washington. CR further agrees and expressly consents to the exercise of personal jurisdiction in the State of Washington in connection with any dispute or claim involving Web Integrity.

12. CR customer accounts. CRs that are also customers must remain in good standing with all open accounts. Past due invoices not paid can result in CR status being revoked and/or deduction from future commissions.

1. General

A. This Operating Policy ("Operating Policy" or "CROP") sets forth how Web Integrity will operate the Web Integrity brand interactive service and how authorized CR may use Web Integrity. This CROP will also explain many practical aspects of using Web Integrity. Please read this document carefully and refer to it as often as necessary. You should also read and refer to the Client Representative Agreement (the "CRA"). This document, and the CRA, are all of the applicable Web Integrity Client Representative rules ("Web Integrity CR Rules"), and comprise the entire agreement between you and Web Integrity with respect to Web Integrity. You can view the CRA or this CROP on Web Integrity at any time. Unless the context requires otherwise, terms used in the CROP have the meanings given in the CRA.

B. We believe that our Web Integrity CR Rules will enhance Web Integrity efforts to make Web Integrity informative, entertaining and enjoyable for everyone. We have tried to explain clearly our Web Integrity CR Rules, but if any aspect of the Web Integrity CR Rules is unclear, we welcome your comments. We hope that our Web Integrity CR Rules will foster an online community where there is both free exchange of ideas and information, and respect for individual and community rights.

2. Using Web Integrity

A. Your Web Integrity Account.

(i) YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OF AGE TO REGISTER FOR WEB INTEGRITY AND OBTAIN A CR ACCOUNT. In cases where you have authorized another individual, including a minor, to use your account, you recognize that you are fully responsible for the online conduct of such user, and for controlling the user's access to and use of Web Integrity, and for the consequences of any misuse, and that the holder of the CR Account(s) is entirely responsible for activities conducted through those accounts (see Section 2 of the CRA).

(ii) You are responsible for maintaining the confidentiality of your password and are liable for any harm resulting from disclosing or allowing disclosure of any password or from use by any person of your password to gain access to the CR Account(s). Therefore, for security purposes, we recommend that you change your password often. (You can do this by entering the "Change Your Information" section in the CRs Only area.) At no time should a CR ever respond to an online request for a password. Employees or representatives of Web Integrity will never ask for a CR password online. YOU ARE FULLY LIABLE FOR ALL CHARGES UNDER YOUR CR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES TO THOSE ACCOUNTS.

(iii) CR shall pay in addition to any charges, all sales, use, value-added, personal property or other governmental tax or levy imposed on the goods or services billed to his/her CR Account(s), other than taxes based on net income or profits of Web Integrity If the payment method for any service or product is by credit card and payment is not received by Web Integrity from the card issuer or its agents, you agree to pay all amounts due upon demand by Web Integrity. Your card issuer's agreement governs your use of your designated card in connection with Web Integrity, and you must refer to such agreement and not this Agreement with respect to your rights and liabilities as a cardholder. You agree that Web Integrity may, at its option, accumulate charges incurred during your billing cycle and submit them as one or more aggregate charges during or at the end of each cycle for EFT from your checking account or credit card as applicable, meaning that accumulated charges may appear on the statement you receive from your bank or card issuer. Further, you agree that Web Integrity may delay obtaining authorization from your card issuer until submission of the accumulated charges. If Web Integrity does not receive the full amount of your Web Integrity account balance within thirty (30) days of the invoice date, an additional 1.5% (or the highest amount allowed by law, whichever is lower) per month late charge will be added to your bill and shall immediately become due and payable. CR shall also be liable for all attorney and collection fees arising from Web Integrity efforts to collect any unpaid balance of your Account(s). Unless you notify Web Integrity of any discrepancies within 90 days after they first appear on your account statement, you will deem them acceptable for all purposes, including resolution of inquiries made by your card issuer. You release Web Integrity from all liabilities and claim of loss resulting from any discrepancy that is not reported to Web Integrity within 90 days of its publication.

B. Online Conduct.

Any conduct by you that in Web Integrity discretion restricts or inhibits any other CR or Subscriber from using or enjoying Web Integrity will not be permitted and may result in termination of CR status. You agree to use Web Integrity only for lawful purposes. You may not use Web Integrity to harass, threaten, embarrass or cause distress, unwanted attention or discomfort upon another CR or user of Web Integrity or other person or entity, (2) post or transmit sexually explicit images or other content which is deemed by Web Integrity to be offensive, (3) transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable Content, (4) impersonate any person, including but not limited to, a Web Integrity official or an ICP, forum leader, guide or host, or communicate under a false name or a name that you are not entitled or authorized to use, (5) post or transmit chain letters or pyramid schemes, (6) post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation to other CRs, individuals or entities, except in those areas (e.g., the classified areas) that are designated for such a purpose, (7) violate any operating rule, policy or guideline of any other interactive service, including but not limited to the operating policies of the International Areas, or (9) intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law.

(i) Offensive Communication. Web Integrity is a community-oriented service composed of many different communities of people. Our goal is to provide an interesting, stimulating and fun place for all CRs. Using vulgar, abusive or hateful language is not allowed. Please use your best judgment and be respectful of other CRs. Remember, there may be children online. If you use vulgar, or abusive language online, even if masked by symbols or other characters, you may, in some cases be terminated immediately. A warning indicates that your language does not comply with the CRA or CROP. Should you receive such a warning, take the time to read the Web Integrity CR Rules again, comprising the CRA and the CROP that you will find posted in the CR main area.

(ii) Harassment. When a CR targets another individual or entity to cause distress, embarrassment, unwanted attention, or other discomfort, this is harassment. Web Integrity does not condone harassment in any form and may suspend or terminate the accounts of any CR who harasses others. You may have a disagreement with someone's point of view - we encourage lively discussion in our chat rooms and message boards but personal attacks, or attacks based on a person's race, national origin, ethnicity, religion, gender, sexual orientation, disablement or other such affiliation, are prohibited. If you have a disagreement with someone's point of view, address the subject, not the person.

(iii) Graphic Files. Web Integrity prohibits the transfer or posting on Web Integrity of sexually, explicit images or other content deemed offensive by Web Integrity. In addition, any CR involved in the distribution of adult material (see http://www.webintegrity.com/adult.html for definition of "adult material") via the Internet or any other means will be terminated.

(iv) Impersonation. This can involve the portrayal of another person or entity, such as the impersonation of Web Integrity staff, authorized Guide or Host, or communication under a false name or a name that you are not authorized to use. CR must avoid the portrayal of Web Integrity personnel or others persons in all forms of online communication, including, but not limited to, screen names, CR profiles, chat dialogue and message postings.

(v) Room Disruption. This includes purposefully interfering with the normal flow of dialogue in a chat room. Room disruption may occur by repeatedly interrupting conversation between CRs, or by acting in such a way as to antagonize, harass or create hostility in a chat room or bulletin board.

(vi) Chain Letters and Pyramid Schemes. Transmission of chain letters and pyramid schemes of any kind is not allowed on Web Integrity. This material places an unnecessary load on our electronic mail ("email") system and is considered a nuisance by many CRs. Certain chain letters and pyramid schemes are illegal. Letters or messages that offer a product or service based on the structure of a chain letter are also of questionable legality. At minimum, they are a waste of resources and are not permitted on Web Integrity.

(vii) Advertising, Solicitation and Name Harvesting. We are proud to have a strict "anti-spamming" policy. Although the U.S. courts have yet to deem spamming as illegal, it is a definite violation of Web Integrity policy and is cause for immediate termination. You may not use Web Integrity to send unsolicited advertising, promotional material, or other forms of solicitation to any other Web Integrity CR except in those specified areas that are designated for such a purpose (e.g., the classified area) unless you receive the express permission of the CR. You may not use Web Integrity to collect or "harvest" screen names of other CR without the express prior permission of the CR. Web Integrity reserves the right to block or filter mass email solicitations on or through Web Integrity. In addition, you a) may not use your Web Integrity alias to send such solicitations b) may not use your domain name or Web Integrity URL, any sites (names, URL's or IP addresses) belonging to Web Integrity, or the Web Integrity name in any bulk e-mail solicitations you choose to participate in anywhere on the Internet.

C. Content.

You recognize that communication over Web Integrity often occurs in real-time, or is posted on one of Web Integrity's many message boards or libraries, and Web Integrity cannot, and does not intend to, screen communication in advance. Moreover, because Web Integrity encourages open and candid communication, it cannot determine in advance the accuracy, or conformance to the Web Integrity CR Rules, of Content transmitted on Web Integrity. Web Integrity is not responsible for screening, policing, editing, or monitoring such Content. If notified of Content which is alleged not to conform to the Web Integrity CR Rules, Web Integrity may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of such Content from Web Integrity Web Integrity shall have no liability or responsibility to you in respect of its performance or non-performance by Web Integrity of such activities, as long as it has acted in good faith. All Content is protected by copyright pursuant to U.S., international conventions, and other copyright laws as a collective work and/or compilation, and Web Integrity owns a copyright in the selection, coordination, arrangement and enhancement of such Content. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided below), create derivative works from, distribute, perform, display or in any way exploit, any of the Content, in whole or in part; provided that if no specific restrictions are applied directly or indirectly in relation to a particular item of Content, you may make a reasonable number of copies of such item, including copyright material, provided that the copies are made and used only for your personal use and that you ensure that any notices contained in the Content such as all copyright, trademark, and other proprietary rights notices are reproduced in an unmodified form in all such copies. You may upload to message boards or otherwise transmit on or through Web Integrity only Content that is not subject to any copyright or other proprietary rights protection (collectively, "Public Domain Content"), or Content in respect of which the holder of any copyright, trademark or other proprietary rights ("Rights") has given express authorization for distribution on Web Integrity without any restriction whatsoever, and in respect of which any moral rights of any person or entity have been completely and irrevocably waived. Any copyright Content submitted with the consent of a copyright owner other than you should contain a phrase such as "Copyright owned by [name of the owner]; Used by Permission." The unauthorized submission of copyright or content that is otherwise subject of any third party Rights constitutes a breach of the Web Integrity Rules and may render you liable to the holder of such Rights. Remember you, not Web Integrity or its affiliates or independent contractors (such as "ICPs"), are exclusively responsible for any liability resulting from infringement of Rights arising from such submission or transmission. By submitting Content to any "Public Area" (Public Area(s) are those areas of Web Integrity that are generally accessible to other CRs, such as public chat rooms, message boards, and file uploads) you are deemed automatically to grant and/or warrant that the holder of any Rights or Moral Rights in such Content has completely and effectively waived all such "moral rights" and expressly, validly and irrevocably granted to you the right to grant Web Integrity the royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display the Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or hereafter developed for the full term of any Rights that may exist in such Content. You also permit any CR to access, view, store and reproduce the Content for personal use. Subject to the foregoing, the owner of Content placed on Web Integrity retains all rights, which may exist in such Content. The export control laws of the United States and other jurisdictions regulate the export and re-export of certain technology. This includes the electronic transmission of certain information and software to particular foreign countries and foreign nationals. You agree to abide by these laws including but not limited to the United States Export Administration Act, Arms Export Control Act and their implementing regulations and not to transfer, by electronic transmission or otherwise, any Content derived from Web Integrity which is governed by or regulated under such laws to a national or a destination prohibited or restricted under such laws without first obtaining any required governmental authorization. You further agree not to upload to Web Integrity any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment shall survive termination of the Agreement. In addition, because U.S. export control laws currently prohibit nationals of Cuba, Iran, Libya, North Korea and Syria from gaining access to certain Content on Web Integrity, nationals of these countries currently may not legally use Web Integrity servers.

D. Legal Notices

Thank you for reading the Web Integrity TAC and for referring to it for any updates. We believe that your familiarity with these Rules will greatly enhance your experience on the Web Integrity service and will make Web Integrity an informative, entertaining, and fun place for all our CRs. We have tried to explain clearly our terms, but if any aspect remains unclear, please do not hesitate to contact us. Our aim is for the CRA to foster an online community where there is both free exchange of ideas and information, and respect for individual and community rights. We hope you will enjoy your time with Web Integrity as much as we do