1.ENROLLMENT IN THE PROGRAM

To begin the enrollment process, you need to submit a complete Program application ("Application"). This Application can be found at http://affiliates.talent-exchange.com/. Together with the Manager, we will evaluate your application in good faith and one of us will notify you of your acceptance or rejection. We or the Manager may reject your application for any reason whatsoever, including, but not limited to our determination (in our sole discretion) that your Site is unsuitable for the Program. Unsuitable Sites include, but are not limited to, those that: (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) promote illegal activities; (e) infringe intellectual property rights of ours, the Manager or any third party or otherwise violate the rights of any third party: (f) contain in our sole judgment material that is defamatory, fraudulent, or harassing to us or any third party; or (g) promote the use of any pyramid or similar schemes.

Once we or the Manager accept your application, we will provide you with access to our affiliate Site ("Affiliate Gateway"). If the Manager or we reject your application, you are welcome to reapply to the Program at any time.

2. LINKS ON YOUR SITE

PRODUCT ICONS AND HOME PAGE LINKS. You may select any one or more graphics offered on the Affiliate Gateway ("Icons") to feature on your site. You may change the selection of your featured Icons at any time, without our approval. You can display on your site a word or words, graphic image(s), or combination of words and images. The content, style and placement of these words and images will be your sole responsibility and within your sole discretion provided that you comply with the terms of this Agreement. You must ONLY place word(s) or graphic image(s) links on your site utilizing the code provided. You may NOT "hard" code image(s) on your site. You may not modify any of our icons, content, tools, text, trademarks, logos or any of our images (collectively "Images") in any way.

For each selected Icon, we will provide an electronic link to the Talent-Exchange.com Site using an Affiliate URL provided by us (a "Link"). It is your sole responsibility to set up and maintain the electronic Links connecting your Site to the appropriate page on Talent-Exchange.com Site designated for that particular Icon, and ensure that the electronic Links are in good and working order.

You acknowledge and agree that (i) the Links, Icons, Images, Search Boxes or any other material provided to you by us or the Manager for inclusion on your Site may include Talent-Exchange.com’s trade name, trademark, service mark and/or logo (the "Talent-Exchange.com Brand Features"), (ii) you have no right to alter or modify such Talent-Exchange.com Brand Features (iii) you will not use or display the Talent-Exchange.com Brand Features or any of the other Images in any manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of Talent-Exchange.com or the Manager or the goodwill associated with the Talent-Exchange.com Brand Features.

3.ORDER PROCESSING

We will process product orders placed by customers who follow any Links from your Site to the Talent-Exchange.com Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish.

We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to Customers who purchase products using Links from your site to our Site and will provide you with access to reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion but will generally be available on a continuous basis. You hereby agree not to disclose the information contain in these reports to any third party without prior written or electronic consent. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your and our Site are properly formatted. All HTML tags are to be generated using the special HTML tags provided by us and are not to be altered in any manner. We will not be responsible for tracking and reporting sales that were not made through a Link formatted to our specifications.

4. REFERRAL FEES

We will pay you Referral Fees on certain product sales to certain Customers as defined below. For a product sale to generate a Referral Fee, a Customer must follow a Link (in the format specified by us) from your Site to the Talent-Exchange.com Site, purchase one or more of the Eligible Products using our automated ordering system, and remit full credit card approved payment to Talent-Exchange.com. We will not, however, pay Referral or other fees on any products that are subsequently purchased or added to a Customer's Shopping Cart after the Customer has reentered the Talent-Exchange.com Site (other than through a Link from your Site), even if the customer previously followed a Link from your Site to the Talent-Exchange.com Site. Products that are entitled to earn Referral Fees under the rules set forth above are hereinafter referred to as "Eligible Products."

You will earn Referral Fees based on the Sale Price of Eligible Products (as defined above), according to fee schedules to be established by us (and which we retain the absolute right to modify at any time) "Sale Price" means the sale price listed in our catalog for each product that we sell. The Sales Price shall not include costs for shipping, handling, gift-wrapping (where and when applicable), and taxes.

5. FEE AMOUNT

Referral fees earned pursuant to Section 4 shall equal seven percent (20%) of the Sale Price of the respective Eligible Products sold in accordance with the provisions and procedures of this Agreement ("Referral Fees). In our sole discretion, we may establish other special commission rates with respect to certain promotions.

6. FEE SCHEDULE

We will pay you Referral Fees through the Manager on a calendar monthly basis. Within sixty (60) days following the end of each calendar quarter, the Manager will send you a check for the Referral Fees earned on Eligible Products that were shipped during that month, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar month are less than twenty-five dollars ($25), we or the Manager may withhold those fees until the total amount due is at least twenty-five dollars ($25) or (if earlier) until this Agreement is terminated. If an Eligible Product that generated a Referral Fee is returned or canceled, we will deduct the corresponding fee from your next monthly payment. If there is no subsequent payment, we will send you an invoice due in ten (10) days for the canceled Referral Fee.

7. POLICIES AND PRICING

Third parties who buy products through this Program will be deemed to be customers of Talent-Exchange.com ("Customers"). Accordingly all Talent-Exchange.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those Customers. We may change our policies and operating procedures at any time and for any reason. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you already have listed on your Site, you may not include price information in your product descriptions or otherwise on your Site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

8. IDENTIFYING YOURSELF AS A FOX TALENT AFFILIATE NETWORK MEMBER

We will make available to you a small graphic image that identifies your Site a Program participant. You will display this logo or the phrase "In association with Talent-Exchange.com " somewhere on the "home page" of your Site. The logo or phrase may be linked to the following message, at your option:

We or the Manager may modify the text or graphic image of this notice from time to time.

9. LIMITED LICENSE

Talent-Exchange.com grants you a limited, nonexclusive, non-transferable, world-wide revocable right to use the Icon and message described in Section 8 and such other Icons and Images for which Talent-Exchange.com grants express written permission, solely for the purpose of identifying your Site as a Program participant and to assist in generating product sales. You may not modify any icon, content, tool, text, trademark, or any of our images in any way. Talent-Exchange.com reserves all rights in the icons, the messages, any other images, trade names and trademarks, and all other intellectual property rights. Talent-Exchange.com may immediately revoke your license at any time and for any reason upon giving you oral, written or electronic notice.

You hereby acknowledge and agree that Talent-Exchange.com will own all right title and interest in and to all information that is created or collected in connection with this Agreement, including, without limitation, (i) any contact information collected from any Talent-Exchange.com Customer who enters Talent-Exchange.com’s Site from a link from your ("Affiliate Customers") and (ii) any information regarding click-through rates or product purchase by Affiliate Customers ("Sales Information"). Subject to the terms and conditions of this Agreement, Talent-Exchange.com grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without Talent-Exchange.com’s prior written approval.

10. RESPONSIBILITY FOR YOUR SITE

You will be solely responsible for the development, operation, and maintenance of your Site and for all materials that appear on your Site, including, but not limited to the technical operation of your Site and all related equipment; posting Icons on your Site and linking those Icons to our Site; the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials); ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights) ensuring that materials posted on your Site are not libelous, violate any provision of this Agreement or otherwise illegal or unlawful

THE ACCURACY AND LEGALITY OF ALL PRODUCT EFFICACY CLAIMS: YOU MAY NOT MAKE SPECIFIC CLAIMS REGARDING THE EFFICACY OF ANY PRODUCT. IF YOU MAKE UNSUBSTANTIATED PRODUCT CLAIMS WITH RESPECT TO PRODUCTS WE SELL, YOUR MEMBERSHIP IN THE FOX TALENT AFFILIATE NETWORK MAY BE TERMINATED IMMEDIATELY UPON NOTICE.

We and the Manager disclaim all liability for the matters stated in this Section 10. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the content development, operation, maintenance, and contents of your Site or any breach of your obligations under this agreement.

11.TERM OF THE AGREEMENT

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you, the Manager or Talent-Exchange.com may terminate this Agreement at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination. You are only eligible to earn Referral Fees on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We and the Manager may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, (i) all licenses hereunder shall terminate, (ii) you shall immediately remove any links, icons, search boxes, or any other Talent-Exchange.com intellectual property or Talent-Exchange.com brand features from your Site and (iii) section 14, 15, and 20 and this section will survive such termination.

12.MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Affiliate Gateway Site. Modifications may include, but are not limited to, changes in Referral Fees, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR AFFILIATE GATEWAY SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13.RELATIONSHIP OF PARTIES

You, the Manager and Talent-Exchange.com are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Site or otherwise, that reasonably would contradict anything in this Section.

14.LIMITATION OF LIABILITY

Neither the Manager nor Talent-Exchange.com will be liable to you or any other person or entity for any special, indirect, consequential or exemplary damages (including, without limitation any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we, the Manager or any of our representatives have been advised of the possibility of such damages. Further, our and the Manager’s aggregate liability arising with respect to this Agreement and the Program will not exceed the total Referral Fees paid or payable to you under this Agreement. All claims made hereunder by you against the Manager or us shall be made within ninety (90) days of the act or omission, which forms the basis of such claims.

15.DISCLAIMERS

We and the Manager make no express or implied warranties or representations with respect to the Program or any products sold through the 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, we and the Manager make no representation that the operation of the Affiliate Gateway Site, Talent-Exchange.com’s Site or any other Site sponsored by us in connection with this Agreement will be uninterrupted or error-free, and we and the Manager will not be liable for the consequences of any interruptions or errors or termination of any services, products or this Agreement.

16.INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPLICITLY SET FORTH IN THIS AGREEMENT.

17. IDENTIFICATION OF AFFILIATES

We and the Manager may identify you or your Site as a participant in the Program without providing you prior notice or obtaining your specific written consent. Such identification may be oral, written, or electronic, and may include, but is not limited to, public announcements, promotional materials, internal and external reports, and public filings.

18.NON-ASSIGNMENT AND SUCCESSORS

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against, the parties and their respective successors and assigns.

19.SCOPE OF AGREEMENT.

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties.

20.MISCELLANEOUS

This Agreement will be governed by the laws of the United States and the state of New York without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New York, NY and you irrevocably consent to the jurisdiction of such courts. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

As used herein, certain capitalized words (or any variation thereof) shall have the meaning as herein provided. Any conflict between said capitalized words and any other meaning shall be resolved as herein provided. Unless otherwise stated above, all notices and other communications required or permitted hereunder shall be in writing and shall be delivered personally or transmitted by email to Bits Media Group, Inc. at info@bitsmediagroup.com, or by Facsimile to (310) 362-8979 or by United States mail to Bits Media Group, Inc., 1600 Rosecrans Avenue, Building 2B, Suite 2, Manhattan Beach, CA 90266, or if to you at the email address designated on your Application.

If the person entering into this Agreement is acting on behalf of his or her company or organization, such person hereby represents to Talent-Exchange.com and the Manager that he or she has all requisite power and authority to enter into this Agreement on behalf of such company or organization, that this Agreement has been duly authorized by such company or organization and that this Agreement will constitute a legal, valid, an binding obligation of such company or organization. Such person hereby agrees to indemnify and hold harmless Talent-Exchange.com from any and all claims, damages and expense (including without limitation attorney’s fees) arising from any breach of this section.