This document updated: 06/10/2010

PLEASE READ THESE TERMS AND CONDITIONS (THE “AGREEMENT”) AND ANY POLICIES OF BY EMPIRE AVENUE INC. (“EMPIRE”) RELATING TO THIS AGREEMENT CAREFULLY. THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN EMPIRE AND THE ENTITY IDENTIFIED IN THE APPLICATION SUBMITTED TO EMPIRE ( “THE ADVERTISER”) TO PARTICIPATE IN THE EMPIRE ONLINE ADVERTISING REWARDS PROGRAM (“PROGRAM”). IF THIS AGREEMENT IS UNACCEPTABLE TO AN ADVERTISER, OR IF ANY AMENDMENT TO THIS AGREEMENT IS UNACCEPTABLE TO AN ADVERTISER, THE ADVERTISER MUST NOT PARTICIPATE IN THE EMPIRE ONLINE ADVERTISING REWARDS PROGRAM. ADVERTISER(S) MUST COMPLY WITH THE EMPIRE TERMS AND CONDITIONS OF USE, POLICIES, GUIDELINES (INCLUDING BUT NOT LIMITED TO THE ADVERTISING AND ENDORSEMENT GUIDELINES) AND RULES AS MAY BE AMENDED AT ANY TIME.

1. Definitions.

1. “Action” means any action linked to an Advert, including without limitation any registration, form submission, offer response, or purchase.
2. "Advert" means advertising and/or rewards displayed to Users in the form of a banner, graphic offer of reward for purchase in virtual or real currency or other embeddable item on a web page. Adverts must be approved by Empire with regards to content and technical specifications.
3. "Confidential Information" means (i) the Adverts, prior to publication; (ii) the terms and conditions of this Agreement; (iii) any statistics or other data relating to the Platform; and (iv) any information provided by Empire that is identified as confidential or can reasonably be regarded as confidential.
4. "Application form" means the appropriate Platform Reward application form located at www.empireavenue.com specifying the service(s)/ program(s)for which the Advertiser is subscribing.
5. “Personally Identifiable Information” shall mean any data or other information that can be used to identify, contact or locate a natural person, including but not limited to a natural person’s name, address, telephone number, e-mail address or social security number.
6. “Platform” means the Empire website.
7. “Tag” means any HTML code known as an action tag, pixel or cookie provided to Advertiser by EMPIRE for use in delivering Adverts hereunder.
8. “Users” means Internet users accessing the Platform.

2. Scope of Services and Participation.

1. Participation in the Program is subject to Empire’s prior approval, compliance with this Agreement, the Application form and the Empire Terms and Conditions of Use, Policies, Guidelines (including but not limited to the Advertising and Endorsement Guidelines) and Rules as may be amended at any time.
2. Empire’s online advertising program consists of advertising management and monetization services, including (a) offering functionality for Users to earn rewards resulting from Adverts shown to Users on the rewards page of the Platform. Empire reserves the right to improve, modify, remove, suspend, or discontinue, temporarily or permanently, in whole or in part, the Platform or any data, information, reports, content, software, technology, Adverts, or features appearing on and/or offered through the Platform at any time at its sole discretion without notice and without liability.
   
3. An Advertiser may place a Platform Reward (an Advert placed on the Platform rewards section in a listing of Platform Rewards as well as a specific page dedicated to the said Platform Reward where the person may claim the said Platform Reward ) ( such Advert to be approved by Empire) by completing the Application form. The Platform Reward may contain links to a specific URL site of the Advertiser and links to the Advertiser’s page on Empire. The Platform Reward is to be set out in the Application form by the Advertiser and the cost in Eaves to claim a reward will be determined by Empire in its absolute discretion. The term of the placement on the Platform of the Platform Reward (s) will be as set out in the Application form(s) in effect at the time. The Advertiser will provide commercially reasonable support for all reward enquiries through an e-mail address set out on the Advertisers URL site and /or the Advertiser’s reward page on Empire
4. Empire is not liable for any support for any products or services purchased as a reward through the Advertiser. Empire’s responsibility is limited to delivering the unique reward code required by the program. Empire is not responsible for any support of warranties, returns, exchanges, damages etc. resulting from a purchase arising from a reward claimed from an advertiser through Empire.

3. Advertiser Obligations and Materials.

1. Advertiser shall deliver Adverts in accordance with the terms of this Agreement and any placement requirements and reasonable technical specifications provided by Empire to Advertiser. Advertiser shall not modify the display, order, look and feel, or other attributes of the Platform (including but not limited to either the rewards page or community profile page of the Platform). Any exceptions must be approved by Empire, in advance, in writing. Without limiting the generality of the foregoing, Advertiser shall (i) use the Tags provided by Empire to deliver all Adverts hereunder, and (ii) comply with the Empire Terms and Conditions of Use, Policies, Guidelines (including but not limited to the Advertising and Endorsement Guidelines) and Rules as may be amended at any time.
2. Advertiser shall use the Platform only for the purpose of providing Adverts as set forth in this Agreement.
3. Advertiser shall (i) identify and designate its URL site to Empire. Advertiser shall not, and shall not authorize or encourage any third party to: (i) edit, modify, filter, re-order, or change the order of the content or information contained in any Advert or Tag, or remove, obscure or minimize any Advert in any way; (ii) frame, minimize, remove or otherwise inhibit the full and complete display of any website accessed by a User after clicking on any part of an Advert; (iii) redirect a User away from any Advertiser website, provide a version of the Advertiser website that is different from the website a User would access by going directly to the Advertiser website, intersperse any content between the Advert and the Advertiser website, or otherwise provide anything other than a direct link from an Advert to an Advertiser website; (iv) display any Advert on any error page, on any chat page or in any email; (v) directly or indirectly access, launch, and/or activate Adverts through or from, or otherwise incorporate the Adverts in, any software application, website, or other means other than on or in connection with the Applications, and then only to the extent expressly permitted by this Agreement; (vi) “crawl,” “spider,” index or in any non-transitory manner store or cache information obtained from any Adverts or Actions, or any part, copy, or derivative thereto; (vii) spam or send unsolicited emails, notifications, invites or use any other broadcasting mechanism mentioning or promoting an Advert; (viii) use the Platform in any manner that allows Users to redeem Virtual Goods for cash, cash equivalents, or tangible goods without Empire’s prior written consent; or (ix) use the Platform for purposes of obtaining competitive data or for any other reason competitive to Empire including, without limitation, for determining Empire’s advertisers, advertiser payments, or other information regarding the implementation of Empire’s advertiser program. Advertiser acknowledges that any violation or attempted violation of any of the foregoing is a material breach of this Agreement.
4. Advertiser agrees to fulfill and honour any and all obligations to a User claiming its Platform Reward displayed and promoted on the Platform by Empire at the request of the Advertiser including but not limited to all discounts, services and merchandise.

4. Proprietary Rights.

1. Subject to the terms and conditions of this Agreement and Empire’s prior and continued approval, Empire hereby grants Advertiser a limited, non-exclusive, revocable, non-exclusive, non-sub-licensable, non-transferable license during the term of this Agreement to use the Platform to display Adverts pursuant to this Agreement. Advertiser will not copy, modify, create derivative works of, distribute, or otherwise provide or re-syndicate the Adverts.
2. As between Empire and Advertiser, Empire, its licensors, and/or Advertisers, as applicable, own and retain all rights, title, and interest in and to the Platform and the Adverts. Advertiser acknowledges that the Platform is copyrighted by Empire and a trade secret of Empire. Except as expressly stated herein, Empire does not grant to Advertiser any license, express or implied, to the Platform or any other right, title, or interest to any intellectual property. Any rights not expressly granted herein are deemed withheld. Advertiser agrees not to copy, alter, modify, or create derivative works of the Platform or otherwise use the Platform in any way that violates the terms and conditions of this Agreement.

5. Payment.

Advertiser shall be responsible for all charges up to the amount set out in the Application form and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, the advertiser shall pay all charges in accordance with the payment terms in the applicable Application form. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Advertiser is responsible for paying all taxes, government charges, reasonable expenses and attorneys fees Empire incurs collecting late amounts. To the fullest extent permitted by law, the Advertiser waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 60 days after the charge (this does not affect Advertiser's credit card issuer rights). Charges are solely based on Empire's calculation methods, unless otherwise agreed to in writing. The advertiser acknowledges and agrees that any credit card and related billing and payment information that the Advertiser provides to Empire may be shared by Empire with companies who work on Empire's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Empire and servicing an advertiser's account. Empire may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Empire shall not be liable for any use or disclosure of such information by such third parties.

6. Termination.

1. Termination. Empire may suspend or terminate this Agreement at any time, for any or no reason, with or without notice to Advertiser. Advertiser may terminate this Agreement at any time, for any or no reason, upon notice to Empire.
2. Effect of Termination. The terms and conditions of Sections 1, 4(b), 5, 6(b), and 7 through 13 of this Agreement shall survive any termination or expiration of this Agreement

7. Confidentiality.

Advertiser will not use or disclose any Confidential Information of Empire. Advertiser shall maintain the confidentiality of Empire’s Confidential Information and shall take precautions to prevent the unauthorized disclosure or use of Empire Confidential Information. The obligations of this clause shall not apply (a) to any disclosure required by law, (b) to information that is now or subsequently becomes generally available through no act of omission of Advertiser, (c) to information that is known to Advertiser at the time of disclosure without obligation to maintain its confidentiality, as evidenced by written documents or records, (d) to information provided to Advertiser by a third party without restriction, or (e) to information independently developed by Advertiser, as evidenced by written documents or records. Advertiser acknowledges and agrees that Empire Confidential Information includes, but is not limited to, payments, information, reports, software, technology, documentation, and specifications relating to the Platform.

8. Representations and Warranties.

1. Advertiser hereby represents and warrants that Advertiser (i) is the owner of the URL site set out in the Application form or is legally authorized to act on behalf of the owner of the said URL site for the purposes of this Agreement; (ii) shall not at any time provide to Empire or use in connection with the Platform any Personally Identifiable Information or any other information or data if the provision or use of such violates any applicable law or the privacy policy of Empire, Advertiser or any third party; and (iii) has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations.
2. Advertiser hereby represents and warrants that (i) it will comply with all applicable local, state, national and international laws, rules and regulations relating to its performance of this Agreement, including without limitation with respect any laws regarding the transmission of technical data exported from Advertiser's country of residence and further including, without limitation, the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws; (ii) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; and (iii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which it is bound.

9. Use, Notices and Revisions

Empire Avenue may amend this Agreement at any time by posting a new or amended Agreement as a replacement of the previous Agreement. Empire Avenue will post notice that the Agreement has been amended on its main website located at www.empireavenue.com for a period of 30 days. The amended Agreement shall automatically be effective when posted. Your continued use of Empire Avenue websites following the posting of any amendment notice referred to herein shall mean that you accept the terms of this Agreement as applicable as amended. If you do not agree with any of the terms of the amended Agreement then you must immediately cease your involvement with the services set out in this Agreement. This Agreement may not otherwise be amended.

10. Indemnification.

Advertiser agrees at all times to indemnify and hold harmless Empire, its employees, officers, directors, agents, suppliers, affiliates and other partners from any and all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever, including (legal and other fees and disbursements) sustained, incurred or paid by Empire due to or arising directly or indirectly from any information submitted, posted, transmitted or otherwise made available through Empire websites, Advertiser use of Empire websites, or Advertiser violation of the terms of this Agreement.

11. Disclaimer.

THE EMPIRE WEBSITE(S) ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE USED AT THE SOLE RISK OF THE USER. EMPIRE MAKES NO EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS WHATSOEVER, AND SPECIFICALLY DISCLAIMS THE SAME INCLUDING WITHOUT LIMITATION, ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE INCLUDING THOSE IMPLIED BY STATUTE. THE EMPIRE WEBSITES MAY CONTAIN BUGS, ERRORS, PROBLEMS, VIRUSES OR OTHER LIMITATIONS. EMPIRE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY SUCH BUGS, ERRORS, PROBLEMS OR VIRUSES OR OTHER LIMITATIONS. EMPIRE IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. EMPIRE IS UNDER NO OBLIGATION TO MAINTAIN OR SUSTAIN THE SITE AND MAY TERMINATE THE SITE OR ANY AND ALL SERVICES THEREIN AT ANY TIME AT ITS DISCRETION.

12. Limitation of Liability.

IN NO EVENT SHALL EMPIRE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DAMAGES (INCLUDING BUT NOT LIMITED TO SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR INABILITY TO USE THE EMPIRE AVENUE WEBSITES HOWEVER ARISING, INCLUDING THROUGH NEGLIGENCE, EVEN IF EMPIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." EMPIRE AVENUE’S TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY, HOWEVER ARISING, SHALL BE LIMITED TO $10.00 (CDN).

13. General Provisions.

1. Force Majeure. Neither party will be liable to the other for any failure of performance under this Agreement (other than the obligation to make Payments under this Agreement) due to acts of God; acts of the public enemy; strikes, lockouts, or other industrial disturbances; fires, floods, storms, droughts, or weather conditions; war, riots or terrorist acts; or, without limitation by enumeration, any other cause beyond the reasonable control of such party.
2. Relationship of the Parties. Empire and Advertiser enter into this Agreement as independent contractors, and neither Empire nor Advertiser shall be or construed to be a partner, joint- venturer or employee of the other.
3. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of the parties, provided that Advertiser may not assign this Agreement without the prior written consent of Empire. Any assignment or attempted assignment by Advertiser in contravention of this provision shall be null and void. Empire may assign this Agreement without the consent of Advertiser.
4. Jurisdiction and Venue; Enforcement. This Agreement shall be construed under the laws of the Province of Alberta Canada, without regard to its conflict of laws rules, and each party agrees that any judicial proceeding brought to enforce any provision of this Agreement or to recover damages for its breach shall be brought exclusively in the courts of Alberta, and the parties respectively waive any objections to jurisdiction or venue of such court. Empire shall be entitled to all reasonable attorneys’ fees and costs in connection with enforcing this Agreement... Notwithstanding the foregoing, either party may apply to any court of competent jurisdictions to obtain injunctive relief. Empire is headquartered in Alberta.
5. Amendment. Empire may modify or amend this Agreement upon notice to Advertiser, including through posting on the Empire website or email notification to Advertiser. Advertiser’s continued use of the Platform after such notice will constitute Advertiser’s acceptance of such modification or amendment.
6. Severability. In the event any provision of this Agreement is declared to be void or unenforceable in whole or part, the other provisions of this Agreement and the remainder of the affected provisions shall continue to be valid; provided, however, that a court having jurisdiction may revise such provision to the extent necessary to make such provision valid and enforceable consistent with the intention of the parties.
7. Entire Agreement. This Agreement supersedes and excludes any prior agreements, representations, warranties or contracts between the parties relating to the subject matter hereof and contains all of the agreements of the parties with respect to the subject matter hereof. In case of any conflict between this Agreement and any policies, guidelines and rules provided by Empire relating to Advertiser’s use of the Platform (“Policies”), the order of priority for interpretation shall be this Agreement followed by the Policies. Upon the acceptance of this Agreement by the parties hereto, any and all prior verbal or written agreements, and any amendments thereto, are terminated and of no further force and effect, and Empire is hereby forever released from any liability or obligation arising from or relating to such.
8. Section Headings. Section headings are purely for ease of reference and do not form part of or affect the interpretation of this Agreement.

This document updated: 06/10/2010