AFFILIATE AGREEMENT

This Affiliate Agreement (the "Agreement") is entered into by and between Cityopoly, Inc., an Illinois corporation ("CampusRd.com"), with its principal place of business at 35 East Wacker Drive, 9th Floor, Chicago, IL 60601 and ("Affiliate"). Any reference herein to the "Parties" will be a collective reference to CampusRd.com and Affiliate.

BACKGROUND

Cityopoly Inc. (“CampusRd.com”) is a service provider and the operator of the CampusRd.com Website. CampusRd.com has established an affiliate marketing network comprised of marketing Affiliates (as defined below) to promote products and services offered by CampusRd.com and/or Network Subscribers. Affiliate wishes to become a marketing Affiliate in order to promote various products and services offered by CampusRd.com and/or Network Subscribers.
In consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, intending to be legally bound, agree as follows:

DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings:
“Affiliate” means any website operator, retailer, kiosk operator, direct marketing company, telemarketer, or operator of other direct marketing campaigns that has entered into an agreement with CampusRd.com pursuant to which CampusRd.com compensates the Affiliate for transactions resulting from business directed to the CampusRd.com Website by the Affiliate.

“Affiliate Site” means the website operated by Affiliate

“Customer” means an individual consumer who submits a Request to or through the CampusRd.com Website as the sole and direct result of Affiliate's marketing activities under this Agreement.

“CampusRd.com Website” means the website operated by CampusRd.com, which is located at the URL http://www.campusrd.com.

“Hyperlink” means text or images on a web page that a visitor to a website can click on to access or connect to another web page or website.

"Intellectual Property" has the meaning assigned to it in Section 5.1

“Request” means an order or valid inquiry from a Customer, generated by Affiliate under this Agreement and delivered to a Network Subscriber or CampusRd.com, for a Product or Service provided or performed by a Network Subscriber or CampusRd.com, containing the specific information required by the entity to which the Request is delivered.

“Network” means any marketing network now or later established and maintained by CampusRd.com or a corporate affiliate of CampusRd.com.

“Network Link” means any Hyperlink and related code that CampusRd.com provides to Affiliate for Affiliate to insert into pages on the Affiliate Site to facilitate connection from the Affiliate Site to the CampusRd.com Network and to identify Affiliate Leads.

“Network Marketing Affiliate Program” means the program pursuant to which CampusRd.com compensates Affiliates for Requests or Transactions resulting from valid inquiries that CampusRd.com receives from the Affiliate under a “Network Marketing Affiliate Agreement” or similar agreement.

“Network Subscriber” means any provider of Products or Services with which CampusRd.com has entered into a “Network Subscriber Agreement” or other agreement similar in nature.

“On-line Application” means CampusRd.com’s form of application, accessible only through the CampusRd.com Website, that CampusRd.com requires potential Affiliates to complete before considering them for membership in the Network Marketing Affiliate Program, as amended from time to time.

“Products” means those Network Subscribers' products and services, access to which an Affiliate offers visitors to its website from time to time under this Agreement, as described more fully in Section 2.1 of this Agreement.

“Term” means the term of this Agreement, as set forth in Article 7 of this Agreement.

“Transaction” means a valid inquiry about, or a closed sale of, a product or service that a Network Subscriber or CampusRd.com makes to a consumer whose Request was submitted to the Network Subscriber via the CampusRd.com Website pursuant to a “Network Subscriber Agreement” or similar agreement, or directly to CampusRd.com.

1. EFFECTIVE MEMBERSHIP

1.1 Membership. To become an Affiliate, Affiliate must (a) complete, execute and deliver to CampusRd.com this Agreement, and (b) receive written notification of approval from CampusRd.com. CampusRd.com may deny Affiliate membership in CampusRd.com’s Network Marketing Affiliate Program for any reason in CampusRd.com’s sole and absolute discretion.

1.2 Effective Date. This Agreement will become effective on the date on which CampusRd.com notifies Affiliate of approval via email, after having first received this Agreement executed by Affiliate ("Effective Date"). Email notification to affiliate of approval shall be deemed execution of this Agreement by CampusRd.com.

2. ESTABLISHING NETWORK AFFILIATION

2.1 Network Links. Subject to the terms and conditions of this Agreement, Affiliate shall promote CampusRd.com Network products and services offered by Network Subscribers. Affiliate shall add appropriate Network Links to the Affiliate Site as required by CampusRd.com, all in accordance with the provisions of this Agreement and any CampusRd.com Network policies and procedures as established from time to time.

3. AFFILIATE RESPONSIBILITY FOR WEBSITES

3.1 Affiliate Duties. Affiliate is solely responsible for the development, operation, and contents of the Affiliate Site and for maintenance of all Network Links, if any. Such responsibilities in relation to the Affiliate Site include, but are not limited to:

3.1.1 the technical operation of the Affiliate Site and all related equipment;

3.1.2 posting on the affiliate site those Network Links

3.1.3 ensuring the accuracy and appropriateness of materials posted on the Affiliate Site;

3.1.4 ensuring that materials posted on the Affiliate Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights); and

3.1.5 ensuring that materials posted on the Affiliate Site are not in any way illegal, abusive, libelous, discriminatory, obscene, offensive, fraudulent, deceptive, or misleading.

3.2 Indemnification. Affiliate shall indemnify and hold CampusRd.com and its officers, directors, shareholders, affiliates, employees, and agents harmless from and against all claims, actions, suits, proceedings, claims, payment disputes, judgments, damages, costs and expenses, including reasonable attorney's fees, and other liabilities (collectively “Claims”) arising from or related to (a) Affiliate's breach of any provision of this Agreement; (b) Affiliate's development, operation, or maintenance of Affiliate's business, any Affiliate Site, any other World Wide Web Internet site owned or operated by Affiliate (or which is Hyperlinked to CampusRd.com through the Affiliate Site or any other World Wide Web Internet site owned or operated by Affiliate); and (c) Affiliate's negligent or fraudulent acts or omissions.

4. TRACKING AND PAYMENT OF MARKETING FEES

4.1 Tracking of Transactions. Promptly following the Effective Date, CampusRd.com will assign Affiliate an Affiliate ID number. Each time a Customer accesses the CampusRd.com Network and submits a Lead (as described in Section 4.4) through the Marketing Affiliate Network Links, CampusRd.com will record the Marketing Affiliate ID and the associated Lead and any related Transaction information. CampusRd.com will provide Affiliate with a password protected administration tool where Affiliate can view all earnings.

4.2 Marketing Fees. CampusRd.com will pay fees ("Marketing Fees") to Affiliate for marketing the Network and Products through the Marketing Affiliate Network Links, all in accordance with the terms and conditions of this Agreement. CampusRd.com shall pay Marketing Fees to Affiliate based solely on the number of Requests or Sales that result in Transactions generated by Affiliate, subject to the limitations of this Article. Fifty percent (50%) of all marketing fees will be retained by CampusRd.com and Fifty percent (50%) shall be paid to Affiliate.

4.3. No Marketing Fees Due. CampusRd.com shall have no obligation to pay Affiliate Marketing Fees relating to a Transaction:

4.3.1 if a Lead or Transaction arises from a breach by Affiliate of any provision of this Agreement;

4.3.2 If a Transaction is generated through a channel other than Affiliate, including without limitation, Transactions that CampusRd.com receives directly from Customers returning to CampusRd.com and from Customers already in CampusRd.com’s database prior to receipt of a Lead from Affiliate; or

4.3.3 If a Customer or Network Subscriber disputes or rejects a Transaction.

4.4 Payment Schedule. CampusRd.com will pay Marketing Fees to Affiliate under this Agreement, less any taxes CampusRd.com is required to withhold by law, no later than thirty (30) calendar days following the end of each month for Transactions as to which CampusRd.com has actually received monies from the applicable Network Subscriber. CampusRd.com shall have no obligation to pay a Marketing Fee under this Agreement until CampusRd.com has received payment from the Network Subscriber responsible for the applicable Transaction.

4.5. Payment Information and Method. CampusRd.com will pay the Marketing Fees by check, mailed to Affiliate at the address set forth in the address that Affiliate provides in accordance with Section 8.12,

4.6 Disputed Fees. If a Customer or Network Subscriber disputes or rejects a Transaction and CampusRd.com has already paid Affiliate the related Marketing Fee, CampusRd.com is authorized to deduct the amount of the Marketing Fee relating to the disputed or rejected Transaction from Affiliate's next monthly payment due under this Article 4. If there are no subsequent Marketing Fees due Affiliate, Affiliate shall reimburse CampusRd.com the amount of the disputed Marketing Fee no later than thirty (30) calendar days after receipt of an invoice or demand from CampusRd.com.

4.7 Promotional Verbiage, Creative, Text Links and Banners. In marketing and Hyperlinking to the CampusRd.com Website, Affiliate may use only the promotional text, creative design, text links, banners or HTML linking codes for Network Links (“Creative Materials”) provided by CampusRd.com. A CampusRd.com Network Affiliate representative must approve any deviation from or alteration to the Creative. Affiliate agrees to use only such Creative as CampusRd.com provides.

4.8 Frivolous Data, Incentives, Spam and Falsification. Should CampusRd.com in its sole discretion determine that Affiliate is guilty of spamming, providing false account information, falsely enticing Customers to submit Requests, supplying frivolous data, or artificially increasing Affiliate's number of Requests and/or acting or attempting to act in any illegal, false, misleading or deceptive manner, CampusRd.com shall have the right to immediately terminate this Agreement for cause, in which case CampusRd.com shall have no obligation to pay Affiliate any Marketing Fees that might otherwise then be due or payable.

4.9 Effect of Termination on Marketing Fees. Upon termination of this Agreement pursuant to Article 7, CampusRd.com shall be obligated to pay Affiliate only those Marketing Fees then due under this Article 4 through the date of Termination. CampusRd.com may withhold, for a reasonable time and in its sole and absolute discretion, Marketing Fees CampusRd.com believes are disputed fees as described in Section 4.6.

5. LICENSE

5.1 Limited License and Specifications. CampusRd.com grants to Affiliate a non-exclusive, fully revocable, royalty-free license for use of CampusRd.com’s trade names, trademarks, banners, logos and CampusRd.com images, symbols and other intellectual property used in the CampusRd.com Network (collectively referred to as "Intellectual Property"), subject to the restrictions below.

5.2 CampusRd.com Approval Procedure. Affiliate shall notify CampusRd.com at least ten (10) business days prior to the use of each item of Intellectual Property Affiliate intends to use. CampusRd.com shall have the right to inspect and approve or reject each use of the Intellectual Property by Affiliate prior to Affiliate's use. At CampusRd.com’s request, Affiliate must produce a sample of any Intellectual Property to be used, displayed, or produced, as well as a sample of the Affiliate Site, if any, containing the Intellectual Property.

5.3 Affiliate Recognition of CampusRd.com and Subscriber Rights. The CampusRd.com Intellectual Property shall remain the exclusive property of CampusRd.com, and each item of Subscriber Intellectual Property shall remain the exclusive property of the relevant Network Subscriber. Affiliate will not now or in the future assert any claim to any goodwill, reputation or ownership of any of the Intellectual Property. Nothing in this Agreement endows Affiliate with any right, title or interest in or to the Intellectual Property, beyond the non-exclusive, revocable license described in Section 5.1. Affiliate will use the Intellectual Property only in accordance with the provisions of this Agreement, and will identify the Intellectual Property on Affiliate's web site as property of the owner of each item of Intellectual Property so used or displayed. The license or sub-license for such use automatically will be revoked upon the termination of this Agreement. Affiliate understands that not all intellectual property within the CampusRd.com Network is the property of CampusRd.com and agrees not to use any Subscriber Intellectual Property without the prior written approval of CampusRd.com and the relevant Network Subscriber.

5.4 Revocation. CampusRd.com may revoke the sub-licenses granted under Section 5.1.2 of this Agreement at any time, with or without cause, by providing Affiliate written notice of the revocation. If Affiliate modifies any aspect of the Intellectual Property it receives under or pursuant to this Agreement, CampusRd.com may terminate this Agreement without notice at CampusRd.com’s sole discretion.

6. CUSTOMER POLICIES

6.1 Customers. Affiliate agrees that Customers who submit Requests, inquire about or purchase Products, or enter into Transactions through the Marketing Affiliate Network Links will be deemed to be CampusRd.com customers, and that Affiliate shall not state, represent or imply otherwise. Affiliate agrees that Customers will be subject to all rules, policies and operating procedures as established by CampusRd.com and posted on the CampusRd.com Website from time to time at http://www.campusrd.com/privacy-policy.htm and that Affiliate will neither impose alternative rules, policies and operating procedures on Customers, nor modify CampusRd.com ‘s rules, policies and operating procedures as posted on the CampusRd.com Website. CampusRd.com may modify the rules, policies and operating procedures at any time.

7. TERM AND TERMINATION

7.1 Duration. This Agreement will have an initial term (“Term”) of one year beginning on the Effective Date as defined in Section 1.2. The Term will renew automatically for another year at the end of each preceding term (each an “Automatic Renewal Term”), provided however, that after the initial Term, either Party may terminate this Agreement at any time, with or without cause. In addition, Affiliate may terminate this Agreement if Affiliate timely rejects a Proposed Modification (as defined in Section 8.1) during the Term or any Automatic Renewal Term. Any such termination shall be effected by providing written notice of termination to the other party and will be deemed effective on the date written notice of it is given.

7.2 Termination for Cause by CampusRd.com. Notwithstanding any provision in this Agreement to the contrary, CampusRd.com may terminate this Agreement at any time and without notice upon the occurrence of any of any of the relevant events described elsewhere in the agreement or any of the following events:

7.2.1 A material breach by Affiliate of any provision in this Agreement, including, without limitation, the terms of the license described in Article 5.

7.2.2 Any willful misconduct, misuse by Affiliate of the CampusRd.com Website or the Network, or any use of the CampusRd.com Website or Network for purposes that are inconsistent with those permitted under or contemplated by this Agreement, including without limitation the operation of any illegal business or activity through Affiliate's website or business.

7.2.3 Any introduction by Affiliate of any computer virus, disabling code, time bomb, trap door, or similarly destructive program, information, command or code (collectively, “Virus”) into the CampusRd.com Website or the Network or any software or systems related thereto.

7.2.4 Any Affiliate activity that causes the CampusRd.com Website, the Network or any Network Subscriber's website or computer system to malfunction or any failure to make changes recommended by CampusRd.com deemed necessary to correct malfunctions.

7.2.5 Any other action of Affiliate, whether intentional or unintentional, that has the purpose or effect of damaging the CampusRd.com Website, the Network, or any Network Subscriber's website or computer system, or causing any of them to malfunction or the purpose or effect of reflecting adversely on the goodwill and/or reputation of CampusRd.com, the Network or any Network Subscriber as determined in the sole judgment of CampusRd.com.

7.2.6 Any material violation by Affiliate, in the reasonable discretion of CampusRd.com, of any applicable law or regulation.

7.3 Obligations. Except as expressly provided in this Agreement, termination of this Agreement will not relieve either Party of obligations incurred during the Term.

8. GENERAL TERMS

8.1 Modification. CampusRd.com may periodically post any proposed modifications to this Agreement. Affiliate will be notified of proposed changes via email and will be given 30 days in which to accept the Proposed Modifications. Affiliate agrees to review the Proposed Modifications, if any, within 30 days after CampusRd.com transmits notification of the Proposed Modifications (the “Notice Period”). Unless Affiliate terminates this Agreement before expiration of the Notice Period in accordance with Section 7.1, Affiliate will be deemed to have agreed to the Proposed Modifications effective as of the first day of the month immediately following the end of the 30 day notice period. In addition, CampusRd.com reserves the right to add, discontinue or change any of the Products covered by this Agreement.

8.2 Relationship of the Parties. Each Party is acting as an independent contractor under this Agreement. Neither this Agreement nor the relationships contemplated under this Agreement are intended to or will be deemed to result in an agency, partnership, joint venture, franchise, sales representative or employment relationship with the other Party. Affiliate shall have no authority to enter into any agreements, or make any warranties or representations, on behalf of CampusRd.com.

8.3 Non-Circumvention. Affiliate agrees, during the Term and any Automatic Renewal Term, and for a period of at least one year thereafter (the “Restricted Period”), neither Affiliate nor any of its shareholders, directors, officers, employees, affiliates, agents, representatives, successor and assigns will enter into any business transaction or enter into any contract with any Network Subscriber pursuant to which the Network Subscriber will provide Affiliate access to products or services offered or marketed by CampusRd.com or through the Network without prior written consent from CampusRd.com, which consent CampusRd.com may withhold in its sole and absolute discretion.

8.4 Limitation of Liability. AFFILIATE ACKNOWLEDGES THAT IT IS AWARE THAT THERE ARE SUBSTANTIVE RISKS, INCLUDING BUT NOT LIMITED TO LOSS AND CORRUPTION OF DATA, DELAYS, NONDELIVERIES, MISDELIVERIES AND SERVICE INTERRUPTION ASSOCIATED WITH RECEPTION, TRANSMISSION, STORAGE, MANIPULATION AND OTHER USES OF DATA OVER THE INTERNET. IN NO EVENT WILL CAMPUSRD.COM BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, AND WHETHER OR NOT CAMPUSRD.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES FURTHER AGREE THAT CAMPUSRD.COM’S AGGREGATE MONETARY LIABILITY ARISING OUT OF THIS AGREEMENT WILL NEVER EXCEED THE TOTAL MARKETING FEES PAID OR PAYABLE TO AFFILIATE PURSUANT TO THIS AGREEMENT DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE DATE ANY SUCH ALLEGED LIABILITY OCCURS.

8.5 Disclaimers of Warranties. CAMPUSRD.COM EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE NETWORK MARKETING AFFILIATE PROGRAM AND THE PRODUCTS SOLD THROUGH THE NETWORK MARKETING AFFILIATE PROGRAM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES AGREE THAT NO IMPLIED WARRANTIES HAVE ARISEN DUE TO COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. AFFILIATE AGREES THAT CAMPUSRD.COM HAS MADE NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE OPERATION OF WWW.CAMPUSRD.COM, AND THAT CAMPUSRD.COM WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY LOSS SUFFERED BY AFFILIATE OR ANY CUSTOMER AS A RESULT OF USING WWW.CAMPUSRD.COM, THE NETWORK OR ANY NETWORK SUBSCRIBER SITE, INCLUDING BUT NOT LIMITED TO DATA LOSS AND/OR OTHER LOSSES RESULTING FROM DELAYS, OPERATION ERROR OR INTERRUPTION, IMPROPER OR INCOMPLETE DELIVERY OF INFORMATION, POSSIBLE COMPUTER VIRUSES, INTERFERENCE OF SERVICE OR OTHERWISE, REGARDLESS OF CAUSE.

8.6 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter and supersedes all prior agreements, writings, commitments, discussions and understandings between them.

8.7 Severability/Waiver. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. No delay, omission, or failure to exercise any right or remedy provided for in this Agreement will be deemed to be a waiver thereof or an acquiescence in the event giving rise to such remedy, but every such right or remedy may be exercised, from time to time, as may be deemed expedient by the Party exercising such right or remedy.

8.8 Confidentiality. Affiliate agrees not to disclose the terms and conditions of this Agreement to anyone without the prior written approval of Cityopoly Inc.

8.9 Assignment. This Agreement and/or the respective rights and obligations arising out of this Agreement cannot be assigned or transferred by Affiliate under any circumstances, including, but not limited to, by court order, operation of law, merger, statute, regulation, ordinance, or otherwise, without CampusRd.com’s prior express written consent, which consent CampusRd.com may withhold in its sole and absolute discretion. Any attempt to assign this Agreement in violation of this Section 8.9 will be null and void. In the event of a permissible assignment, this Agreement will be binding on, inure to the benefit of, and enforceable against the Parties and their respective successors and assigns.

8.10 Injunctive Relief. Affiliate agrees that monetary damages would not be an adequate remedy for the breach of certain provisions of this Agreement including but not limited to Article 5. Accordingly, if Affiliate breaches or threatens to breach any of Affiliate's obligations, CampusRd.com will be entitled, without showing or proving any actual damage sustained, to a temporary restraining order, and will thereafter be entitled to apply for a preliminary injunction, permanent injunction and/or order compelling specific performance, to prevent the breach of Affiliate's obligations under this Agreement. Nothing in this Agreement will be interpreted as prohibiting CampusRd.com from pursuing or obtaining any other remedies as otherwise available to it for such actual or threatened breach, including recovery of damages.

8.11 Governing Law/Jurisdiction. Any claim or dispute associated with this Agreement between the Parties will be settled by binding arbitration before a single arbitrator under the commercial arbitration rules of the American Arbitration Association. The hearing shall take place in Chicago, Illinois. The cost of the arbitration shall be born equally by the parties. Each party shall be responsible for their own attorney’s fees.

8.12 Notice. Any notice required or permitted by this Agreement will be in writing (which includes electronic) and shall be sent by (i) pre-paid registered or certified mail, return receipt requested, (ii) courier, (iii) facsimile or (iv) email, in each case addressed to the other Party at the appropriate address shown on the signature page of this Agreement or at such other address for which such Party gives notice hereunder. Except as set forth in Section 7.1, notice given by mail will be deemed to be effective only upon receipt during normal business hours and or notice given by facsimile or email will be effective only upon receipt during normal business hours. If notice is given after normal business hours by facsimile or email, it will be deemed received as of the start of the next business day.

8.12 Survival. The provisions of Sections 3.1, 3.2, 5.3 and Article 8 will survive the Termination of this Agreement.

8.13 Incorporation. Documents attached hereto or referred to in this Agreement (including web pages at specified URLs) are an integral part of this Agreement and are intended by the Parties to be incorporated into this Agreement and be binding on the Parties.

8.14 Miscellaneous. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Nonperformance of either Party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement. This Agreement will be construed within its fair meaning and no inference will be drawn against the drafting party in interpreting this Agreement.

8.15 Acknowledgment. By manually executing this Agreement, Affiliate acknowledges and agrees that Affiliate has thoroughly read, accepted and agrees to be bound by the terms of this Agreement. Affiliate confirms that Affiliate has independently evaluated and weighed the risks and benefits of participating in the Network Marketing Affiliate Program, and has agreed to all the terms of this Agreement without reliance on any representation, guarantee or statement existing outside of this Agreement.