This Publisher Service Agreement ("Agreement") contains the terms and conditions that apply to an individual’s or entity’s participation in the Mypayplace.com, LLC Pay Program ( the “Program”). As used throughout this Agreement, “we”, “us”, “our”, “Mypayplace” means Mypayplace.com, LLC, or any of our affiliated companies. As used in this Agreement “You”, “Your”, “Participant” or “Publisher” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. As used throughout this Agreement “Your Site” means any site that You will link to the Mypayplace site. This Agreement is made by and agreed to between Mypayplace.com, LLC, and You. As an application service provider we facilitate “Performance Marketing Programs” by providing Services via the Internet. Mypayplace Performance Marketing Program is defined where You provide a Review (Creating and Distributing Unique Content) on a product or service that is listed on our website and is eligible for a Review. You may also provide a product or service link on Your Mypayplace Profile Page. Anytime a link is directly clicked from Your Review page (on this site) or Your Mypayplace Profile Page by a web user the web user is sent directly to Our Affiliated Merchants Site and a product or service is purchased and or any actions by the web user are done in the Agreement defined by the Affiliated Merchant Site and US You may earn “Pay”. The Affiliated Merchant compensates Mypayplace in accordance with the Agreement we agreed with the Affiliate Merchant then in turn You earn Pay in accordance to this Agreement. Mypayplace is also a social networking site that allows You to create unique personal profiles on our site in order to find and communicate with friends. Our service also provides You with forums, blogs, groups, photos, videos and any other features, content, or applications. The term of the Agreement will commence on the date You enroll and will end when terminated by either Us or You in accordance with the terms of the Agreement (the "Term"). You agree to be bound by this Agreement even if You are a “Visitor” (which means that You simply browse Our site.)

1. Enrollment in the Program and/or Services. To enroll, You will submit a complete Program Application via Mypayplace.com. We will evaluate Your application and will notify You of its acceptance or rejection. We reserve the right to refuse participation to any applicant or participant at any time at Our sole discretion. Participation in the Program is subject to Mypayplace approval and Your continued compliance with this Agreement and any and all other Agreement’s and Policies that we provide from time to time. By enrolling You represent that You are at least 18 years of age. You may not have multiple accounts held by You or the same entity and are subject to immediate termination unless authorized in writing by Us (includes electronic mail). Mypayplace accounts are not transferable, assignable or resalable under any circumstances.
(a)You should choose carefully the information You post on Mypayplace and the information You provide to other users. Your Mypayplace profile shall not include but not limited to the following: telephone/mobile numbers, street addresses, social security numbers, credit card numbers, bank account numbers, and any photographs containing nudity. Your profile shall not promote sexually explicit materials, contain violence, harassing, misleading content, any type of discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal actives, bigot anyone or anything, promote illegal goods or drugs and drug paraphernalia, use excessive profanity, promote gambling or betting related content. You shall not violate any intellectual property rights or infringe on the legal rights of others. Despite this prohibition, information provided by other Mypayplace Members may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Mypayplace assumes no responsibility or liability for this material. If You become aware of misuse of the Mypayplace Services by any person click on the “Report Inappropriate Content” link at the bottom of any Mypayplace page.
(b)Mypayplace reserves the rights, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by You, or to restrict, suspend, or terminate Your access to all or any part of the Mypayplace Services at any time, for any or no reason, with or without prior notice, and without liability. Mypayplace expressly reserves the right to remove Your profile and/or restrict, suspend, or terminate Your access to any part of Mypayplace Services and/or Program if Mypayplace determines, in its sole discretion, that You pose a threat to Mypayplace and/or its User and/or for any breach of this Agreement.
(c)Mypayplace does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, “Content”) that You post to the Mypayplace Services and/or Program. After posting Your Content to the Mypayplace Services and/or Program, You continue to retain all ownership rights in such Content, and You continue to have the right to use Your Content. You represent and warrant that: (i) You own the Content posted by You on or through the Mypayplace Services and/or Program or otherwise have the right to grant the license set forth in this section, and (ii) The posting of Your Content on or through the Mypayplace Services and/or Program does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by You to or through the Mypayplace Services and/or Program.
(d)Mypayplace may delete any Content that in Our sole judgment violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Mypayplace assumes no responsibility for monitoring the Mypayplace Services for inappropriate Content or Conduct. If at any time Mypayplace chooses, in its sole discretion, to monitor the Mypayplace Services and/or Program, Mypayplace nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
(e)You are solely responsible for the Content that You post on or through any of the Mypayplace Services and/or Program, and any material or information that You transmit to other Members and for Your interactions with other Users. Mypayplace does not endorse and has no control over the Content. Content is not necessarily reviewed by Mypayplace prior to posting and does not necessarily reflect the opinions, view or polices of Mypayplace. MYPAYPLACE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONTENT OR TO THE ACCURACY AND RELIABILITY OF THE CONTENT OR ANY MATERIAL OR INFORMATION THAT YOU TRANSMIT TO OTHER MEMBERS.

2. Your Obligations to Mypayplace and Mypayplace Program. If You earn Pay in excess of 600 with Mypayplace We are obligated by U.S. Federal law to obtain tax information from You who are U.S. citizens, U.S. residents or U.S. Corporations and Program Participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S.. If we believe You are a Program Participant whom we are obligated to obtain tax information and You do not provide this information to Us after we have requested it, We may withhold Your Pay until You provide this information.
(a)You agree to provide Us with accurate information and update to date information about You including Email Address, First & Last Name, Address, City, State, Zip, Phone #, and SSN or EIN and any and all other information that We may ask for from time to time.
(b) You are entirely responsible for maintaining the confidentiality of Your password. You agree not to use the account, username, or password of another member at any time. You also agree not to disclose Your password to any third party. You agree to notify us immediately if You suspect any unauthorized use of Your account or access to Your password. You are solely and entirely responsible for any and all use of Your account.
(c) You agree that CHILDREN under the age of 13 may not be the target audience of any review that You do and Mypayplace strives to protect their privacy. Mypayplace reserves the right to remove any Review that is targeted toward children.
(d)You represent and warrant that all links and promotional means used by You will not contain but limited to the following: promote sexually explicit materials, promote violence, misleading content, mislead others, defamatory, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, bigot anyone or anything, promoting illegal goods or drugs and drug paraphernalia, use excessive profanity, promote gambling or casino or betting related content, deceptive or manipulative content to improve Your review of a product, promotion of beer or hard alcohol, promotion of prescription drugs and or tobacco, and or otherwise violate any intellectual property rights or infringe on the legal rights of others. You agree to use moral and ethical legal business practices. You agree that any promotion or product review that You do on this site may be approved by us and we may deem Your promotion activities in appropriate and You agree a material breach of this Agreement in our sole discretion may occur. Mypayplace along with our members and users may flag Your reviews or content that You post on Mypayplace as possible fraudulent, abusive or otherwise illegal content. If after our own review if we find any fraudulent, abusive, or any other abusive or illegal content to be valid at our own discretion it will grounds for immediate termination of this Agreement and or deactivation of Your Account.
(e)Email Promotional Methods. You agree and warrant that You will not ever engage in and or facilitate spamming, illegal and indiscriminating advertising or unsolicited commercial email. You agree and warrant that You will comply completely with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation). You represent and warrant that You will comply with any and all other laws and regulations that govern email marketing and or communications.
(f)Rules related to Invitation Services. As an added feature Mypayplace provides You with a service that allows You to send invitations to anyone with an email address to invite them to join Mypayplace as their friend or as a link to a review and or a webpage on Our site. You agree that this feature is used under the exclusive responsibility of You and You are liable for all consequences that may arise from it. You must insure that the recipients email address is correct. You must also ensure that the email address were legally obtained. You agree that the recipient or recipients have agreed for such messages to be sent to them. The message must not contain any (viruses, spyware, junk mail, chain letters, other harmful software and will not contain the following: promote sexually explicit materials, promote violence, misleading content, mislead others, defamatory, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, bigot anyone or anything, promoting illegal goods or drugs and drug paraphernalia, use excessive profanity, promote gambling or casino or betting related content, deceptive or manipulative content to improve Your review of a product, promotion of beer or hard alcohol, promotion of prescription drugs and or tobacco, and or otherwise violate any intellectual property rights or infringes on the legal rights of others.) Mypayplace has implement procedures to limit that amount of email You can send at any one time and over a certain period of time but without checking Your content if there is a large mailing it is entirely possible that Your mail may be delayed or canceled. We reserve the right to delete mass mailings and terminate Your account for abusing Our email system in order to preserve Our website.
(g) Relationship of You and Mypayplace. You and Mypayplace are independent contractors, and nothing in this Agreement will create any type of joint venture, partnership, company, agency, franchise, sales represantive, or employment relationship between You or Mypayplace. You agree that You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on this site or any other site or through word of mouth that reasonably would contradict anything in this section.
(h)You will earn Pay when a web user clicking on a link on Your review page or your Mypayplace Profile Page which should take the user directly to the Mypayplace Affiliated Merchant Site. The user then must perform an action on that site in which the Affiliated Merchant has designated in order for You to earn Pay. Once any of the designated actions have taken place on the Affiliated Merchant site the Merchant advises Mypayplace.com of such action. This action may take up to and over 5 days to be reported to Mypayplace and we will update Your account of Your actual Pay earned within a reasonable amount of time deemed by us. The “Pay” in some circumstances may be set as pending because some Affiliated Merchants hold of paying Mypayplace for a certain amount of time because of their product return policies or any other reasons deemed by them.
(i)Charge-backs may occur if one of our Affiliate Merchants or Commission Junction applies a debit to Mypayplace account. Mypayplace.com in turn will debit Your account in an amount equal to a Payout previously credited to Your Account from Us. These circumstances may include but not limited to the following(a)non-bona fide Transactions;(b)product returns;(c)service returns;(d)duplicate entries or other clear error;(e)non-receipt of payment;(f)refund of payment to the Visitor by the Affiliate Merchant;(g)Your failure to comply with the Affiliated Merchants Program terms or other agreement with the Affiliate Merchant.(h)Failure of any member of Mypayplace to comply with the Affiliated Merchants Program terms or other agreements may cause Mypayplace and all of its member to not receive Payouts from the Affiliate Merchant and chargeback’s may be applied to Mypayplace and its members. Charge-backs may be applied to Your Account at any time, including any previous payments cycles.
(j)Tracking and Reporting. Mypayplace shall provide You with access to reporting tools. Mypayplace will also offer support services through our site. Mypayplace may offer optional services or tools for a fee. Fees for such optional services are payable to Mypayplace through credit card services. Details regarding Visitor Transactions and or Your Pay will not be available real time and there may be reporting delays regarding Transactions from our Affiliate Merchants.
(k)Payment. You shall receive “Pay” as a credit to Your account for each qualifying Transaction in accordance with our Affiliate Merchants Payout Rates and Program Terms for the relevant Transaction less Mypayplace portion of the Payout which shall be determined by Mypayplace. Unless otherwise agreed to by You and Us in writing (including by electronic mail), payments to You shall be sent by Mypayplace through PayPal to You within sixty (60) days after the end of each calendar month if Your earned balance or Pay in Your account is $25.00 or more. If Your earned balance is under $25.00 Your balance will be carried over to the next calendar month. Mypayplace shall have no obligation to make payments of any Pay for which Mypayplace has not received payment from the Affiliated Merchant or Commission Junction of all monies due to Mypayplace. In the event Mypayplace elects at Our own discretion not to make payments to You for amounts not received from an Affiliated Merchant or Commission Junction those amounts will not be included in the Minimum Balance Amount of $25.00 in order to be paid. Your route for any earned Pay not paid to You because the Affiliate Merchant has not paid Mypayplace shall be to make a claim against the relevant Affiliate Merchant and or Commission Junction, and Mypayplace disclaims any and all liability for such payments. The number or amounts of Transactions, credit for Pay, and debits or charge backs as calculated by Mypayplace shall be final and binding on You, unless within thirty (30) days You notify Mypayplace in writing through certified mail of any dispute. Your failure to so notify Mypayplace shall result in the waiver by You of any claim relating to any such disputes. Your payments shall be calculated solely based on records maintained by Mypayplace. No other measurements or statistics of any kind shall be accepted by Mypayplace or have any effect under this Agreement. Mypayplace reserves the right to withhold payment until all proper and accurate contact information is provided for Your account along with a valid U.S. tax identification number. You agree to pay all applicable taxes or charges imposed by any State or Federal Government entity in connection with Your participation in the Mypayplace Program.
(l)Identifying You. You may not issue any press release with respect to this Agreement or Your participation in the Program, such action without our consent will result in Your termination from the Program.
(m)Communications Solely With Mypayplace. You agree to direct all Your questions about our Affiliated Merchant Programs directly with Mypayplace, and not to any of our Affiliate Merchants.

3. Limitation of Liability. Mypayplace will not be liable for indirect, special, incidental, punitive, exemplary damages, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement, Our Services and or the Program, even if we have been advised of the possibility of such damages. Further, Mypayplace aggregate liability arising with respect to this Agreement and the Program for any claim shall be strictly limited to twenty-five percent (25%) of the net amount already paid to You by Mypayplace pursuant to the Agreement during the six month period immediately preceding the date of the claim. Mypayplace and You acknowledges and agrees that Mypayplace and You have entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential bases of the bargain between Mypayplace and You.
(a)Force Majeure. Mypayplace shall not be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of Us, including but not limited to power outages, failure of Internet service providers, failure of Computer Servers and or networks, default due to Internet disruption (including without limitation denial of service attacks), riots, labor conditions, insurrection, acts of terrorism, war, fires, floods, hurricanes, tornados, earthquakes, explosions, including but not limited to governmental actions, and any and all other acts of God.

4. Termination. Mypayplace may terminate Your Account if You breach any section in this Agreement and include the following, but not limited to: (i) You maintain a negative balance in Your Account; (ii) Mypayplace determines You are diluting, tarnishing or blurring Mypayplace proprietary rights or any of our Affiliate Merchants; (iii) You begin proceedings to challenge Mypayplace or one of our Affiliate Merchants proprietary rights;(iv) Mypayplace at its sole discretion finds Your promotional means improper. In the event the Agreement is terminate by You, Mypayplace shall pay Your earned balance to You within one-hundred and eighty (180) days after the end of the calendar month in which the Agreement is terminated by You. To terminate Your account send a written letter sent certified mail to Mypayplace requesting termination of Your account. In no event shall Mypayplace make payments for any earned balance that is less than $10.00. Mypayplace may investigate any activity that may violate this Agreement. Mypayplace may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of You with Mypayplace in this Program for any reason. Mypayplace reserves the right to terminate without notice Your account if it has not generated a sufficient number of Pay for a period of three (3) months or more. Mypayplace will terminate this program with You immediately for any breach of any section of this Agreement and You agree that any unpaid earned balance will be forfeited. Breach of any section of this Agreement my result in charge backs to Your account.

5. Dormant Account. If Your Account has not earned Pay, been credited, with a valid, compensable Transaction from one of our Affiliate Merchants during any rolling three (3) consecutive calendar month period, a dormant account fee at Mypayplace then current rate shall be applied to Your Account each calendar month that Your Account remains an open yet Dormant Account or until Your Account balances reaches a Zero balance.

6. Negative Account. You may have a negative balance if Your Account is debited amounts equivalent to previous Pay. If a Charge back occurs and You do not have an adequate Account balance to cover the Charge back amount Your balance will go into the negative. When You have a negative balance, You must immediately remit payments to Mypayplace in an amount equal to bring Your Account to a zero balance. Your account will be subject to 1% interest fee compounded monthly for any negative balance not brought to zero.

7. Modification. Mypayplace may modify any of 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 the Mypayplace site. If any modification is unacceptable to You, Your one (1) and only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new Agreement on the Mypayplace site will constitute binding acceptance of the change.

8. Termination of Programs and Offers. Mypayplace and any of our Affiliate Merchants may terminate and cease any Programs and offers at any time.

9. Compliance with Laws. As a condition to Your participation in the Program, You agree that while You are a Program participant You will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any government authority that has jurisdiction over You, whether those laws are now in effect or later come into effect during the time You are a Program participant. Without limiting the foregoing obligation, You agree that as a condition of Your participation in the Program You will comply with all applicable laws including (federal, state or otherwise) that govern marketing email, including the CAN-SPAM Act of 2003 and all other anti-spam laws.

10. Publicity. You agree that Mypayplace may use Your name in presentations, marketing materials, customer lists, financial reports, search results pages, and referral pages.

11. Your Obligation to Indemnify. You agree to indemnify and hold harmless, defend and hold Mypayplace.com, LLC, its agents, its Affiliated Merchants, Commission Junction, its Parent and Affiliates, subsidiaries, directors, officers, employees, agents, attorneys, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, demands, liabilities, penalties, interest, losses, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Site(s), and/or Your breach of any term of this Agreement and or Services.

12. Disclaimer of Warranties. We make no express or implied warranties or representations with respect to the Program and to the fullest extent permissible pursuant to applicable law, Mypayplace disclaims all warranties implied, including, but not limited to, (a)Affiliated Merchant ability, fitness for a particular purpose or non-infringement of third party rights; (b)That there are no viruses or other harmful components; (c)Regarding correctness, accuracy, or reliability; (d)That Mypayplace security methods will be sufficient(e)Mypayplace will make reasonable commercial efforts to keep its Web site operation during normal business hours. However You agree that it is normal to have certain amount of system downtime and agree not to hold Mypayplace or our Affiliated Merchants liable for any of the consequences of such interruptions. Mypayplace.com may modify our Services, or discontinue providing our services and this Program or any portion thereof at any time.

13. Arbitration. This Agreement is governed by the laws of the State of Utah (USA), except for its conflict of law provisions. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. Any dispute relating in any way to this Agreement and Program(including any actual or alleged breach hereof),any transactions or activities under this Agreement or Your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Salt Lake City, Utah, except that, to the extent You have in any manner violated or threatened to violate Our intellectual property rights, We may seek injunctive or other appropriate relief in any State or Federal Court in the State of Utah (and You consent to non-exclusive jurisdiction and venue in such courts) or any other Court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules of then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any Court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect.

14. Electronic Signatures Effective. This agreement is an electronic contract that set out the legally binding terms of use of the Mypayplace Program and Services. You agree and indicate Your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by clicking on the “I Accept” button in connection with Your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the “I Accept” button, You accept the Agreement and agree to the terms, conditions and notices contained or referenced herin. When You click on the “I Accept” button during enrollment, You also consent to have the Agreement provided to You in electronic form.

IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.