Your (“Agreement”) is made and entered into as of __________ (“Effective Date”) by and between RATESPECIAL INTERACTIVE, LLC, a California limited liability company, (“RateSpecial”) and “Party” and collectively, the “Parties”). 1. Purpose. The “Purposes” of this Agreement documents & confirms your Agreement & Understanding of the terms of marketing the RateSpecial Products in a compliant manner as defined by the Federal Trade Commission’s guidelines .comdisclosures located at: http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf as well as RateSpecial restrictions and penalties associated with the marketing of the product located at: http://publisher.ratespecial.com/Welcome/LogInAndSignUp.aspx?FP=C &FR=1&S=2 ,and confirms the mutual confidentiality consent both parties are giving each other. “Confidential Information” means any information or material which is disclosed by the Discloser to the Recipient, either directly or indirectly, or acquired in the course of the business relationship, either in writing, orally, by inspection of tangible objects or electronically that is i) non-public business, technical or other information or material of Discloser, including but not limited to the Discloser’s financial statements, products, services, programs, partners, clients, campaigns, pricing, procedures, processes, know-how, any reports or other communications with the Discloser’s auditors, legal counsel or other advisors and consultants, as well as any information or material relating to marketing and sales seminar and training techniques, current and planned product and service offerings, finances, prices, costs, suppliers, business operations or plans, electronic content files of products and pricing, databases, customer information, ii) any information or material which is designated as “Confidential,” “Proprietary,” or some similar designation whether so designated in writing or orally, iii) any information or material which under the circumstances surrounding disclosure indicate such ought to be treated as confidential, iv) any information or material which by its nature a reasonable person would conclude such is likely to be considered or desired by Discloser to be confidential information, and/or v) third party information or material disclosed to the Discloser. Notwithstanding anything to the contrary herein, information regarding a customer or potential customer for the purchase of RPS that is provided to RateSpecial by Affiliate Network and or Publisher (and its agents such as the Affiliate Network and or Publisher Marketers) shall be the Confidential Information of RateSpecial and not the Confidential Information of Affiliate Network and or Publisher or any of its agents. 2. Miscellaneous. The terms of this Agreement may be modified or waived only by a separate writing signed by the Parties expressly so modifying or waiving such terms. No failure or delay by the Discloser in exercising any right, power or privilege shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise of any right, power or privilege hereunder. The unenforceability of any provision of this Agreement will not affect the validity or enforceability or any other provision. This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns. RateSpecial may assign this Agreement to any of its affiliates, or to an entity in connection with the sale, acquisition, or merger of its business or assets. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to any conflicts or choice of laws provisions that would cause the application of the domestic substantive laws of any other jurisdiction. This Agreement and the Publisher Terms contains the entire agreement between the Parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein. In the event of a conflict between this Agreement and the terms incorporated from the Publisher Terms, the terms most protective of RateSpecial shall supersede and take precedence. This Agreement may be executed in counterparts, with each an original and both of which together shall constitute one and the same instrument, and the Parties agree that they willbeboundbytelecopysignatures,withoriginalsignaturestofollow. TheParties expressly agrees and acknowledges that any disputes relating to this Agreement will be adjudicated exclusively by federal and state courts located in Los Angeles County, California, USA.