THIS AGREEMENT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES. PLEASE READ IT CAREFULLY.
Last revised: October 25, 2007
Outcast is an independent electronic publication providing information on select public companies. Outcast, Inc. provides its websites free of charge for your individual use, subject to your compliance with the terms and conditions set forth below.
If you would like to receive the additional benefit of our free weekly newsletter, you can become a member of Outcast. Membership is provided free of charge. Agreement
By using this website, you agree to be bound by our Terms of Use. If you do not agree to the terms and conditions contained in the terms of use, we do not consent to provide you with access to the site, and you should cease your use of it. Changes to the Terms of Use
Outcast, Inc. reserves the right at any time to either change the terms and conditions of the Terms of Use, or change the site, including eliminating or discontinuing any content or feature of the site. Disclaimer
Outcast, Inc. is a publisher. We are not registered as a securities broker-dealer or an investment adviser either with the U.S. Securities and Exchange Commission or with any state securities regulatory authority. The material provided on the website is for general informational purposes only. No information on the website is intended as securities brokerage, investment, tax, accounting or legal advice, as an offer or solicitation of an offer to sell or buy, or as an endorsement, recommendation or sponsorship of any company, security, or fund. The information on the website should not be relied upon for purposes of transacting securities or other investments. We cannot and do not assess, verify or guarantee the adequacy, accuracy or completeness of any information, the suitability or profitability of any particular investment, or the potential value of any investment or informational source. You bear responsibility for your own investment research and decisions, and should seek the advice of a qualified securities professional before making any investment. Any sale or purchase of securities or ownership interest that results from information presented on the website will be on a negotiated basis between the parties without any additional participation by or remuneration to Outcast, Inc..
Outcast, Inc. is not registered as an investment adviser with any federal or state regulatory agency. Rather, Outcast, Inc. relies upon the "publisher's exclusion" from the definition of "investment adviser" as provided under Section 202(a)(11) of the Investment Advisers Act of 1940 and corresponding state securities laws.
To the extent any of the content published on the website may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person. Outcast, Inc. makes no claims or representations with regard to the accuracy, completeness or truthfulness of any material contained herein.
You understand that the information is supplied by sources believed to be reliable, that the information herein is made using such sources, and that such information is not guaranteed by these sources, the information providers, or any other person or entity, and may not be complete.
The information provided by Outcast may not be suitable for all investors. We provide such information without regard to your investment objectives or financial circumstances and we do not represent that this information is appropriate to your situation. Our furnishing to you of this information is not an expression of our endorsement, recommendation, advice or judgment as to the quality, soundness and/or appropriateness of the information. You must determine if this information is appropriate for you.
Neither Outcast, Inc. nor any third parties shall have any liability with respect to any information provided. The foregoing applies to all forms of such information, whether accessed from us, through our website, through email, by reviewing a non-electronic copy, or verbally communicated, and whether such information is prepared by Outcast, Inc. or a third party. Affiliate Terms and Conditions Agreement
Outcast, Inc. ("OC") ACTIVELY monitors traffic for Fraud. If we detect Fraud, your account will be made inactive pending further investigation. Fraudulent activity may be reported to the proper authorities and prosecuted to the fullest extent of the law.
All web sites, newsletters, companies, individuals or other entity forms need official approval from OC; Outcast, Inc. before they can become an Affiliate, Publisher, or Partner. Only web sites and newsletters that have been reviewed and approved are permitted to use the programs. OC reserves the right to withhold or refuse approval on and service to any web site, newsletter, company, individual or other type of entity for any reason, whatsoever.
In order to be eligible for "Lead Programs," Affiliate, Publisher or Partner's web sites, newsletters, and any other campaign materials must meet the following criteria:
Be content-based, not simply a list of links or advertisements. This determination will be made at the sole discretion of OC;
Be written in English and contain only English language content or other languages as specifically permitted in writing by OC;
Have a top-level domain name;
Cannot offer incentives to users to entice clicks on ads; incentives include, but are not limited to the awarding of cash, points, prizes, free gifts, lottery entries and contest entries;
The site must be fully functional at all levels; and have no "under construction" sites or sections;
Spawning process pop-ups and exit pop-ups are prohibited;
The content of the web site and/or newsletter cannot contain any adult content nor link from, or to, any adult materials including but not limited to:
Explicit, vulgar or obscene material;
Posting or referencing of sexually explicit images, pornography, or other offensive content;
Promotion of adult services, such as phone sex or escort services;
No offers that violate state, federal or local law are permitted;
The content of the web site and/or newsletter cannot infringe on any personal, intellectual property or copyrights including but not limited to:
Racial, ethnic, political, hate-mongering or otherwise objectionable content
Investment, money-making opportunities or advice not permitted as under law:

Gratuitous violence or profanity
Gambling
Firearms or weapons
Tobacco, drugs, or alcohol
Material that defames, abuses, or threatens physical harm to others or to you
Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
Software Pirating (e.g., Warez, Hotline)
Hacking or Phreaking.
Any illegal activity whatsoever
Any questionable or controversial subject matter
Any spoofing, reing, or trafficking from adult-related web sites in an effort to gain traffic
You cannot place our advertisements into your framed environment, unless approved by OC in writing.
The website must clearly present our affiliated partner's advertisements in a professional and non-disparaging manner. The partner advertisement must not be placed within misleading information or information that may generate confusion regarding the terms of the affiliated partner's advertisement.
In order to be approved as a "Click Program" Affiliate, Publisher, or Partner's, web sites, newsletters, and any other campaign materials must meet the following criteria:
Be approved as a "Leads Program"
Be content-based, not simply a list of links or advertisements. This determination will be made at the sole discretion of OC;
Cannot offer incentives to users to entice clicks on ads; incentives include, but are not limited to the awarding of cash, points, prizes, free gifts, lottery entries and contest entries;
Spawning process pop-ups and exit pop-ups are prohibited;
If you fraudulently generate or report leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by OC, including, but not limited to pre-population of forms or mechanisms not approved by OC, you will forfeit your entire commission for all programs and your account will be terminated. OC reserves sole judgment in determining fraud, and by utilizing our services you agree and consent to the terms of this provision. Fraudulent activity may be reported to the proper authorities and prosecuted to the fullest extent of the law.
It is the OBLIGATION of the Affiliate, Publisher or Partner to prove to OC that they are NOT committing fraud. OC will hold payment in 'Pending Status' until Affiliate, Publisher or Partner has satisfactorily provided evidence that they are not defrauding the tracking and reporting system. We flag accounts that:
Have click-through rates that are much higher than industry averages and where solid justification is not evident;
Have click only programs that generate clicks without any indication as to the site the traffic was generated from or any evidence of its ability to sustain such traffic reported;
Have shown fraudulent leads as determined by our clients
Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs
Filling out this form constitutes an agreement between OC and the Affiliate, Publisher, or Partner. The commission payment that is generated to the Affiliate, Publisher or Partner for the programs offered and/or per click, sale, or lead will be made approximately 60 days after the end of the close month and after receiving payment from the Advertiser. Delinquent Advertiser payments received by OC will be credited to the Affiliate, Publisher or Partner in the month that they are received. OC does not guarantee payment to the Affiliate, Publisher or Partner if the Advertiser does not pay OC. OC serves the role as broker between publisher and affiliate. There is no recourse against OC in the event publisher fails to make payment to affiliate through OC. OC will provide reasonable assistance to publisher in the event they attempt to directly collect from affiliate.

All parties agree that commission payment totals must exceed \$100.00, otherwise this payment will not be made until the \$100.00 minimum is reached
Affiliate, Publisher or Partner agrees not to carry objectionable materials on their web site which would revoke their affiliation as determined at OC's sole discretion. Affiliate, Publisher or Partner will only run approved banners and text in their advertising of the programs and will NOT create their own banners or advertising text, unless expressly approved in writing from OC. Violation of this provision will forfeit any commissions due. Affiliate, Publisher or Partner WILL NOT spam or send unsolicited email mentioning or promoting the Affiliate, Publisher or Partner programs. Any violation of this will result in the Affiliate, Publisher or Partner being liable for damages of \$1.00 per email sent in addition to other damages as deemed appropriate by a court of law. In any event, Affiliates, Publisher or Partner will be responsible for all actual and special damages incurred as a result of their actions.
Editing of an Advertiser's program images or copy is strictly prohibited. Affiliate, Publisher or Partner will only use approved banners and text to link to an Advertiser's sign-up pages. Affliates, Publishers or Partners will not mislead people to make it seem that they are signing up for an offer that is offered by the Affiliate, Publisher or Partner site. Affiliate, Publisher or Partner can ONLY use banners and approved text, any other use of the link and sign-up processes will result in the loss of all sign ups/leads accrued for the Affiliate, Publisher, or Partner.
OC reserves the right to terminate any Affiliate's, Publisher's or Partner's contract for any reason whatsoever. Termination notice will be provided via e-mail and will be effective immediately. All legitimate moneys due to Affiliate, Publisher or Partner will be paid during the next billing cycle. If Affiliate, Publisher or Partner defrauds the system, then payment is revoked as determined solely by OC.
OC may offset any outstanding payables it has due to Affiliate, Publisher or Partner in the event that Affiliate, Publisher or Partner is more than 30 days past due on payment to OC under any Agreement.
Affiliate, Publisher or Partner guarantees that all content, products, and services on its web site(s) are legal to distribute and Affiliate, Publisher or Partner owns or has the legal right to use any and all copyrighted material.
The term of this Agreement (the "Term") shall commence on the Effective Date and shall continue for a one (1) year period and, unless earlier terminated pursuant to the terms set forth herein, shall automatically renew for successive one-year terms until one of the Parties has notified the other of its intent to terminate the relationship. This Agreement may be terminated at anytime by either party for any reason.
Pursuant to this Agreement, CLIENT warrants that it (i) complies in all material respects with applicable federal, state and local laws, rules and regulations governing advertising, online marketing and business practices, data collection, privacy and data security including, without limitation, the CAN-SPAM Act of 2003, as amended; (ii) does not infringe, or constitute the misappropriation of, any intellectual property right of any third party; (iii) does not contain material that is defamatory, slanderous, libelous or obscene, portray any person in a false light, constitute an invasion of any right to privacy, or an infringement of any right to publicity, or otherwise violate any rights of any third party; (iv) is not otherwise reasonably likely to expose COMPANY to criminal or civil liability of any kind.
CONFIDENTIALITY
"Confidential Information" means all confidential and proprietary information of OC ("Disclosing Party") disclosed to the Affiliate, Publisher or Partner "Receiving Party", whether orally or in writing, that is either marked or designated as confidential or is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party; provided that the following shall be deemed to be Confidential Information even if not so marked or identified: the terms and conditions of this Agreement, any creatives, data, lists, the Disclosing Party's business and marketing plans, all information relating to users or customers of the Disclosing Party and all information regarding unit sales, sales revenues, profit margins, advertising rates and similar non public financial information, any information or materials with the trade name or trademark of the Disclosing Party and any information that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Confidential information shall include the IP subnet or IP, proprietary software information, and logins or passwords to anyone outside the agreement. CLIENT will take necessary steps to assure the privacy and the security of any passwords or usernames / logins given to the Client.
OBLIGATION
The Receiving Party (i) shall treat as confidential all Confidential Information received from the Disclosing Party; (ii) shall not use such Confidential Information except as expressly permitted under this Agreement; and (iii) shall not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent. Without limiting the foregoing, each Party shall use at least the same degree of care which it uses to prevent the disclosure of its own Confidential Information of like importance, but in no event with less than reasonable care consistent with current industry standards, to prevent the disclosure of Confidential Information disclosed to it by the Disclosing Party under this Agreement. Provided, a Receiving Party may disclose the Disclosing Party's Confidential Information pursuant to a valid order issued by a court or administrative agency of competent jurisdiction requiring Receiving Party to make such disclosure, provided the Receiving Party gives reasonable advance written notice to the Disclosing Party in order to seek a protective order.

ENFORCEMENT
Affiliate, Publisher or Partner shall exert commercially reasonable efforts including, but not limited to, the execution of proprietary non disclosure agreements with employees and consultants, third party affiliates and the taking of legal action to enforce compliance with the provisions of this Agreement by its directors, officers, employees and any third party who had access to the Confidential Information because of prior written approval from OC. Affiliate, Publisher or Partner further agrees that the unauthorized disclosure of Confidential Information received from OC shall cause irreparable harm and significant injury to OC that may be difficult to ascertain. Accordingly, Affiliate, Publisher or Partner agrees that OC shall be entitled to equitable relief including, without limitation, an immediate injunction. Nothing in this provision will be deemed to limit additional damages that can be claimed under law or equity.
Affiliate, Publisher or Partner represents, warrants and covenants to OC. that (i) it has full power and authority and has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations hereunder; (ii) its performance under this Agreement does not and shall not violate its certificate of incorporation, by laws or other organizational documents or any other agreement to which it is a party or by which it is bound; (iii) this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the respective terms hereof (except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws of general applicability affecting enforcement of creditors' rights generally); and (iv) all approvals, authorizations or other actions by or filings with any governmental authority or other Person or entity necessary for the validity or enforceability of its obligations under this Agreement have been obtained.
DISCLAIMER OF WARRANTIES
OUTCAST, INC. PROVIDES ITS DATA USE, SITES AND THE SITES OF ITS AFFILIATES AND PARTNERS, AND ALL ITS SERVICES AND THE SERVICES OF ITS AFFILIATES AND PARTNERS, AS PERFORMED HEREUNDER, ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY AD. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY AD, COMPANY'S SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS PRACTICABLE. COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
LIMITATIONS OF LIABILITY. IN NO EVENT SHALL OUTCAST, INC., OR ITS AFFILIATED COMPANIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF Affiliate, Publisher or Partner WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL OUTCAST, INC. BE LIABLE TO Affiliate, Publisher or Partner OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS RECEIVED HEREUNDER. IN LIEU OF REFUND, OUTCAST, INC. SHALL BE PERMITTED TO CAUSE THE PLACEMENT OF "MAKE-GOOD" ADVERTISING, IF THE "MAKE-GOOD" ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED. Affiliate, Publisher or Partner IS AWARE THAT OUTCAST, INC. MAY USE THIRD PARTY COMPANIES TO ASSIST WITH THE EMAIL DEPLOYMENT PROCESS. IN NO EVENT WILL OUTCAST, INC. BE LIABLE FOR THE ACTIONS OF THE THIRD PARTY COMPANIES.
Affiliate, Publisher or Partner shall indemnify, hold harmless and defend OC, and its respective officers, directors, members, shareholders, employees, contractors, representatives, agents, successors and assigns (collectively, "Indemnified Party") from and against any and all claims, liabilities, losses, damages, expenses and costs (including, without limitation, reasonable attorney's fees) (collectively, "Claims") arising out of or relating to (i) a breach of any of its representations, warranties and covenants set forth herein; and (ii) a breach of any of its obligations hereunder.
If any Affiliate, Publisher or Partner violates or refuses to take part in its responsibilities, or commits fraudulent activity against OC, OC reserves the right to withhold payment and take appropriate legal action to cover its damages.
OC reserves the right to change any conditions of this contract at any time. Change notices are sent to Affiliates, Publishers or Partners by email, and Affiliates, Publishers or Partners are responsible for complying with any changes to the contract within 10 calendar days from the date of change. Failure of the Affiliate, Publisher or Partner to terminate the agreement within those 10 calendar days will constitute acceptance of the changes to this contract.
OC gives no warranty, express or implied, for any and all services and products provided, including, but not limited to, warranty of merchantability and warranty of fitness for a particular purpose. This statement expressly includes any reimbursement for losses of income due to disruption of service by OC or its providers.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, County of San Diego without reference to the choice of law principles thereof. Any and all litigation will be conducted in the State of California, County of San Diego. OC shall be entitled to reimbursement of any attorney's fees and expenses arising out of the enforcement of its rights and obligations of this Agreement.
For any legal action taken by an advertiser, agency, client, person, or entity against OC for actions of you (the affiliate) that violate these terms and conditions, you accept that OC will work with the advertiser, agency, client, person, or entity to divulge your personal information. You also agree that OC is not liable for your actions, and you will bear all costs (legal or otherwise) that OC incurs if OC is sued by advertiser, client, agency, person, or entity.
If any provision of this agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected thereby.
You must be 18 years or older to sign up as a OC Affiliate, Publisher, or Partner.
Notices. All notices, payable checks and other communications to OC permitted hereunder shall be in writing and shall be deemed to have been duly given upon receipt of hand delivery, certified or registered mail, return receipt requested, or telecopy transmission with confirmation of receipt, addressed as follows:
Company Name: Outcast, Inc.
Attention: Legal Department
Street Address: 2658 Del Mar Heights Road Ste.223
City: Del Mar
State: CA
Zip: 92014
Phone: 888-945-2110
Fax: 858-430-4200
Rules of Construction The titles and headings of sections of and schedules to this Agreement are for convenience of reference only and shall not in any way affect the construction or interpretation of any provision this Agreement. This Agreement has been mutually reviewed and agreed to and shall not be construed against the drafter.
Counterparts This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Transmission by telecopy of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.
Amendments; Waivers This Agreement may not be modified, nor may any provision hereof be waived or amended, except in writing duly signed by authorized representatives of Affiliate, Publisher or Partner and OC. A waiver with respect to one event shall not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events. No failure or delay in the exercise, by either Party, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof.
Cumulative Remedies; Binding Effect The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law or in equity. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
No Joint Venture The sole relationship between the Parties is that of independent contractors. Nothing in this Agreement is intended to or shall be construed to create a joint venture, agency, sales representative or employment relationship between the Parties. Neither Party shall make any representations, warranties or covenants, or assume or create any obligations, on the other Party's behalf. Each Party shall be solely responsible for the actions of its respective employees, agents and representatives.
Severability Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, and no other provisions of this Agreement shall be affected or impaired thereby.
No Third Party Beneficiaries of Assignment This Agreement is intended for the sole and exclusive benefit of the Parties hereto and is not intended to confer any benefit upon any other persons whatsoever. Except for the Parties hereto, no other person shall have any right to rely upon this Agreement for any purpose whatsoever. This Agreement may not be assigned to any other third parties without prior written approval by the other party to this Agreement.
Entire Agreement This Agreement, together with the Schedules hereto, constitutes the sole and entire understanding between the Parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements and understandings (whether oral or written) between the Parties with respect to such subject matter.