Affiliate Program Agreement

This Affiliate Program Agreement (this "Agreement"), made and entered by and between Doba LLC ("Doba") and you, the affiliate ("you" or "Affiliate"), contains the complete terms and conditions that apply to your participation in the Doba affiliate program (the "Affiliate Program" or "Program").

Agreement terms

The term of this Agreement will begin upon our acceptance of your affiliate application and will end when terminated by either party. Either you or Doba may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commission on sales occurring during the term of this Agreement.

You must use and provide a valid email address and other contact information through which you can be reached to participate in the Affiliate Program; if you do not, your account will be deactivated.

Termination

Upon termination of this Agreement for any reason, the license granted herein shall also terminate and you will immediately cease use of, and remove from your site, all links to our site, and all Doba trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

Commission and payment

Doba agrees to pay you the commissions specified below only for customers referred to the Doba website by the unique link provided to you from Doba (a "Referred Customer"). Doba will also pay you commissions on any orders that come through our call center which reference your KBID/order code during the 120 period after a Referred Customer's initial click to the Doba website site via your link.

The commission Doba will pay you is as follows:

• $10 for every customer referred to the Doba website by you (a "Referred Customer") and who signs up for a free trial during the term of this Agreement; OR
• $30 for every customer referred to the Doba website by you (a "Referred Customer") and who completes a transaction and becomes a paying Doba client.

Commissions will be calculated based on the total number of free trials and membership upgrades generated (less any applicable cancellations) for a calendar month. All clicks from Affiliate's link will be verified by Doba. Commissions will be paid on a twice monthly basis when the Affiliate's account has reached a minimum threshold of $100.00. Accounts with a balance of less than $100.00 within a pay period will be paid out monthly instead of twice monthly, except that no commission will be paid until an Affiliate reaches a minimum threshold of $25 (e.g., Affiliates with a balance of less than $25.00 will roll over to the next month).

Commissions will be paid in U.S. dollars only by check. Commission checks will be made payable to the order of the person and/or company name designated on the Affiliate's application.

Commissions will accrued on a calendar month basis. Failure to provide Doba with a correct address, or if checks mailed to You are returned to Doba, will result in forfeiture of any amounts otherwise due to You hereunder. Your contact information can be updated by logging onto your Doba account and revising any incorrect information. Any attempt by an affiliate to manipulate, falsify or inflate clicks or referrals, to defraud Doba or to violate the terms of this Agreement constitutes immediate grounds for Doba to terminate this Agreement and will result in forfeiture of any amounts otherwise due to You hereunder.

No commission will be paid if for any reason a Referred Customer cancels their order. If the Affiliate has already received commission for a canceled order, the earned commission may be reversed from the Affiliate's account. This does not apply to free trials.

License grant

During the term of this Agreement, Doba hereby grants to you a limited, personal, revocable, non-exclusive license to establish and maintain a hypertext or logo link (the "Link") which, when clicked upon, directs Referred Customers to a Doba web site. Affiliate shall not frame any part of the Doba web site by segmenting the browser and displaying any Doba page in a separate window or screen.

During the term of this Agreement, Doba hereby grants to Affiliate, a limited, personal, revocable, non-exclusive license to use the Doba trademark solely for purpose of establishing and maintaining the link described above. All uses of the Doba trademark by Affiliate shall be in accordance with the quality control standards that Doba may establish from time to time. All other uses or modifications of the Doba trademark are strictly prohibited. Doba retains all rights in and to its trademark not expressly granted to Affiliate herein. Affiliate acknowledges the goodwill associated with the Doba trademark, and agrees that all goodwill, including any increase in value of the Doba trademark pursuant to this Agreement, will inure solely to Doba's benefit. Affiliate will not claim any title or any proprietary right to the Doba trademark or in any derivation, adaptation, or variation of it.

Agreement modifications

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting the revised agreement on our web site and sending you a notice of change. Modifications may include, for example, changes in the scope of available commission structure, 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 notification to you of the changed agreement will constitute binding acceptance of the change.

Program eligibility

Employees of Doba, its subsidiaries, its parent companies or any other entity controlled by or under common control with Doba (or any such employees' immediate family members) are not eligible to participate in the Doba Affiliate Program.

Program enrollment

To begin the enrollment process, you will submit a complete application from our site. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your web site (or other electronic means used to post a link to the Doba website) is unsuitable for the Program. If we reject your application, you are welcome to reapply to the program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the program, we may terminate this agreement.

For your site to be considered acceptable to Doba, your site should:

• Generate sufficient traffic to our websites and have current and relevant content;
• Attract a customer base who may be interested in our products and services;
• Not promote violence such as: hate crimes, fire arms, terrorists organizations and/or related sites;
• Not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• Not promote sexually explicit, pornographic or obscene content (whether in text or graphics); and
• Not promote content related to liquor, tobacco, firearms, drugs, gambling, crime or death.

Doba customers

Upon the expiration or any termination of this Agreement, Doba may continue to provide the any services or sell any products to any and all Referred Customers, bill and collect any fees or payments from such Referred Customers and otherwise treat all such Referred Customers in the same manner as any other customer of Doba without any obligation to pay commissions or otherwise compensate you. Furthermore, even though Referred Customers may also be your customers, you acknowledge and agree that Doba shall have the unlimited right to treat such Referred Customers as its own customers, including, but not limited to, the right to sell any other product or service to such Referred Customers, the right to refer such Referred Customers to Doba's preferred providers and so forth.

Privacy policy

Except as otherwise provided in this Agreement or with the consent of Doba, Affiliate agrees that all information, including, without limitation, the terms of this Agreement, Doba business and financial information, Doba customer, supplier and vendor lists, and pricing and sales information concerning Doba or any of our affiliates shall remain strictly confidential and secret and shall not be used, directly or indirectly, by Affiliate 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.

Fraud

If you commit fraud or falsify information in connection with registering users with Doba through the links on your site, this Agreement will be terminated immediately and you will forfeit all commissions otherwise earned by you. In addition, you will be liable to Doba for any and all claims or damages that Doba suffers as a result of such actions. You will also be responsible for returning to Doba all commissions received for fraudulent sales, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.

Limitation of liability

We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed one month's commission paid or payable to you under this Agreement.

Relationship of parties

Doba and You are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between 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. Doba may cite your name or URL in connection with your participation in the program in materials including but not limited to postings on our site, newsletters, advertisements, and other communications.

Tracking of clicks and advertising orders

Doba will be solely responsible for tracking clicks and orders made to customers who follow an affiliate's links or inputs the affiliate's code. An affiliate will be solely responsible for ensuring that its links are formatted properly and maintained in a manner, which allows Doba to track such sales. No commission shall be paid if the application cannot be tracked by Doba.

Order processing

Doba will process orders placed by Referred Customers who follow links from your site to the Doba sites. Doba will also process any orders that come through our call center. Doba shall be responsible for the payment of advertising, returns and related customer service issues. Doba reserves the right, in its sole discretion, to reject a Referred Customer sent to our site from your site.

Responsibilities of your site

You will be solely responsible for the development, operation, and maintenance of your web site and for all materials that appear on your site.

You may NOT redirect (through: frames, meta refreshes, 301, 302, or any other method) any page on your site to a Doba page. The only allowable method to move traffic from your site to any Doba site is by placing one of the banners or links provided by Doba on your website or web page.

You may NOT copy text or literature off of any Doba site with the exception of text or literature provided explicitly for affiliates to use and place on their site. All content on the Doba site is copyrighted material and copyright violations will be treated seriously.

You are solely responsible for:

• The technical operation of your site and all related equipment.
• The accuracy and appropriateness of materials posted on your site (including, among other things, all Doba materials).
• Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, copyrights, trademarks, privacy, or other personal or proprietary rights).
• Ensuring that materials posted on your site are not libelous or otherwise illegal.

You are solely responsible for all items placed on your site and Doba expressly disclaims all liability for such content and for all violations of the matters listed above. Further, you will indemnify, defend and hold Doba harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and content of your site.

Publicity

You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to Doba and receiving our consent.

Pay-Per-Click search engine placement Policy

Affiliate may not bid on the terms "Doba" or "Doba.com" in any search engine, may not use the word "Doba" as a keyword in any pay-per-click advertising campaign nor may Affiliate outbid Doba on any keywords in any pay-per-click advertising campaign. Doba will give you notice of any such overbid made by you and will allow you five days to adjust your bid. If any such bid is not adjusted in such time period, then this Agreement will terminate and you will forfeit any unpaid commissions.

Affiliate may not use the word Doba in any advertising, including any pay-per-click advertising, without the prior written consent of Doba. In addition, Affiliate may not use any "negative hook" advertising tactics or any type of misleading advertising. If any such tactics are used by Affiliate, Affiliate will forfeit all commissions generated as a result of such advertising and Doba shall have the right to immediately terminate this Agreement.

Competitive use

Content, including, but not limited to, datafeeds, banners, and articles, provided by Doba is copyrighted. You are granted a temporary, and revocable license to use it while marketing Doba. Should Affiliate become a competitor of Doba, all licenses granted under this Agreement shall be immediately revoked.

Except with the express written consent of Doba, no competing ads may be generated, nor revenue therewith, using content provided by Doba. This includes, but is not limited to, Google Adsense, Quigo AdSonar, and other contextual ad services provided by search engines. Other advertisements may be placed on the webpage, but may not use any Doba owned content to generate the content, or context of any ad.

Anti-Spam policy

Spamming is not allowed and will not be tolerated. Affiliates will be removed from the Affiliate Program and forfeit any pending commission if they are caught spamming. All email campaigns must be approved in advance by the Affiliate Program manager and must comply with all elements of the CAN-Spam Act.

Anti-Predatory policy

No Affiliate will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner any user's access, view or usage of, or other aspect of the user's experience at, any Affiliate's webpage (as defined below) in a manner that causes or otherwise results in a different experience from that was otherwise intended by such Affiliate. No Affiliate will block, alter, direct or redirect, or substitute, insert or append itself to, or otherwise intercept or interfere in any manner with, any click-through or other traffic-based transaction that originated from an Affiliate webpage (including without limitation any return visit to Doba to which such click-through or other traffic reached or intended to reach) with the result of reducing compensation or other payment earned by or owing to an Affiliate or increasing any payment obligation of Doba with respect to any individual transaction.

Spyware and other parasites

Any affiliate suspected of a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of Doba and/or its partner sites) is subject to punitive actions by Doba, without notice, including but not limited to: suspension of Affiliate account; termination of Affiliate account; forfeiting of all payments to Affiliate; and public notification of affiliate's suspected malfeasance. Doba encourages Affiliates to report suspicions of such relationships; and, should substantial proof, as judged by Doba, be provided, Doba reserves the right to assign a value equal to unpaid monies earned by the offending Affiliate (or a part thereof) to the reporting Affiliate as a bounty.

Disclaimer; no warranty

Doba makes no express or implied warranties or representations with respect to the Doba website or the Affiliate Program (including, without limitation, warranties of fitness, merchantability, no infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

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 websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

Proper age

BY ACCEPTING THIS CONTRACT, YOU CONFIRM YOU ARE AN ADULT OF AT LEAST 18 YEARS OF AGE (19 OR 21 WHERE APPLICABLE)

Dispute resolution

If Doba determines that a breach (or potential breach) of this Agreement may result in damages or consequences that will be immediate, severe, and/or incapable of adequate redress after the fact, so that a temporary restraining order or other immediate injunctive relief is the only adequate remedy, Doba may seek such remedies in any court of competent jurisdiction. If such relief is awarded, then (a) Affiliate shall pay all of Doba's costs and reasonable attorneys' fees related thereto and (b) the remaining requirements of this section shall not apply and the parties may proceed with the litigation so filed.

Except as set forth in the immediately preceding paragraph, any and all claims, demands, causes of actions and other matters in question arising out of or relating to this Agreement, or the alleged breach hereof (a "Dispute"), shall be finally resolved by binding arbitration administered by the American Arbitration Association (the "AAA") under the Commercial Arbitration Rules and Mediation Procedures then in force to the extent such rules are not inconsistent with the provisions of this Agreement. The arbitral tribunal shall be composed of one arbitrator mutually agreed to by the parties; however, if the parties cannot agree on the appointment of an arbitrator, then the arbitrator shall be appointed by the AAA (the "Arbitrator").

The seat of the arbitration shall be in Salt Lake City, Utah. The hearings in any arbitration shall be held at such seat or at such other place(s) as the parties may agree. Subject to any relevant legal privilege against disclosure, the Arbitrator shall have the power to make all orders necessary for the disclosure of documents that are reasonably related to the Dispute, which orders the parties consent in advance to obey. If a party fails or refuses to comply with an order for discovery, the Arbitrator may take that failure into account when deciding the issues and may infer that the documents not produced would have supported the opposing party' claims.

This Agreement and the relationship between the parties created by this Agreement shall be governed by the provisions of this Agreement, which shall be construed to give maximum effect to the intent of the parties expressed herein. To the extent not addressed by the provisions of this Agreement, this Agreement shall be governed by and construed in accordance with the laws of the State of Utah, excluding any conflict of law rule or principle that might otherwise refer to the substantive law of another jurisdiction. The Arbitrator shall decide any Dispute in accordance first with this Agreement, and then by reference to such governing law, except to the extent that some provision of the governing law would invalidated or limit the effectiveness of any of the provisions of this Agreement.

The validity, construction and interpretation of this Agreement, and all procedural aspects of the arbitration conducted pursuant to this Agreement, shall be decided by the Arbitrator (except as limited by the paragraph above). The Arbitrator shall not decide the Dispute ex aqueo et bono or as amiable compositeur or by reliance on any other doctrine or principle that would permit the Arbitrator to avoid the application of this Agreement and/or the governing law. The Arbitrator shall not have the authority to modify or amend any term or provision of this Agreement. The Arbitrator shall have the power to enter such interim orders as it deems necessary and the parties agree to accept and honor any interim orders and agree that such interim orders may be enforced as necessary in any court having relevant jurisdiction.

The award rendered by the Arbitrator shall be in writing, shall give reasons for the decisions reached and shall be signed and dated by the Arbitrator. A copy of the award shall be contemporaneously delivered to each party. The party against whom an award is assessed a monetary obligation or has an injunctive or mandatory order imposed on it shall pay that obligation or comply with that order on or before the 30th calendar day following the date of the award (or such other date as the Arbitrator may provide). The award shall be final and binding on the parties and may be confirmed in, and judgment upon the award entered by, any court having jurisdiction over the parties. The award shall be entitled to all of the protections and benefits of a final judgment as to any Dispute, including compulsory counterclaims, that were or could have been presented to the Arbitrator, shall be final and binding on the parties and shall be non-appealable to the maximum extent permitted by applicable law.

It is the intent of the parties that the arbitration shall be conducted expeditiously, without initial recourse to the courts and without interlocutory appeals of the Arbitrator's decisions to the courts. However, if a party refuses to honor its obligations to arbitrate under this Agreement, the other party may obtain appropriate relief compelling arbitration in any court having jurisdiction over the refusing party. The parties may apply to any court having relevant jurisdiction for orders requiring witnesses to obey subpoenas issued by the Arbitrator. Prior to the appointment of the Arbitrator, a party may apply to any court having relevant jurisdiction for an order preserving the status quo ante and/or evidence in anticipation of arbitration (for the avoidance of doubt, such an application is not intended to constitute a waiver of the right to arbitrate Disputes nor does it refer any Dispute to any court for decision). Any and all of the Arbitrator's orders and decisions may be enforced by any court having relevant jurisdiction. Each party agrees that arbitration pursuant to this Agreement shall be the exclusive method for resolving Disputes and that it will not commence an action or proceeding, except as provided in the first paragraph of this section.

Except to the extent necessary for proceedings relating to enforcement of this agreement to arbitrate, the award or other related rights of the parties, the fact of the arbitration, the arbitration proceeding itself, all evidence, memorials or other documents exchanged or used in the arbitration and the arbitrators' award shall be maintained in confidence by the parties to the fullest extent permitted by applicable law. However, a violation of this covenant shall not affect the enforceability of this Agreement (including the parties' agreement to binding arbitration) or of the Arbitrator's award.

The Arbitrator shall designate a prevailing party in its final award. Pursuant to this determination, the Arbitrator shall award to the prevailing party its attorneys' fees, costs and expenses of the arbitration (including the Arbitrator's fees and expenses) in full. The award shall include interest unless the Arbitrator determines it is not appropriate. Interest shall run from the date of any breach or violation of this Agreement, which shall be determined by the Arbitrator in its award (or, if not determined in the award, from the date of filing the request for arbitration), through the date the award is paid in full. Interest shall be calculated and compounded monthly at the rate published from time to time by Citibank N.A. as its prime lending rate (or such other similar rate as selected by the Arbitrator).

The provisions of this section are independent of the remaining provisions of this Agreement and the parties intend that they shall continue in effect even though one or more provision in this Agreement shall be determined to be null or void.

Miscellaneous

The laws of the United States and the State of Utah will govern this Agreement, without reference to rules or laws governing conflict of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Utah County, Utah and you irrevocably consent to the jurisdiction and venue of such courts. 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. Our failure to enforce your 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.

This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, and supersedes any prior agreements and understandings, both written and oral, which may have existed or exist between the parties with respect to the subject matter hereof. You may not modify this Agreement.