Affiliate Agreement This Agreement is entered into between Marketing For Accountants and the individual or entity ("you") named in the application for Marketing For Accountants Affiliate Program (the "Program"). Participation in the Program allows you, subject to the terms of this Agreement, to receive a commission when visitors are referred ("Referrals") to Marketing For Accountants web site by you and as long as they subsequently purchase and pay for a Marketing For Accountants product advertised for sale on that site. Effective 1 August 2006 commission is paid at 25% of the retail price of the product. By signing up for the Marketing For Accountants Affiliate Program you agree to the terms and conditions contained herein. You sell our products at your own risk. Our products are provided on an 'as is' and 'as available' basis. Marketing for Accountants is not liable for damages, direct or consequential, resulting from any failure to provide the products, suspension of service, or termination of service. We do not guarantee the availability of the Marketing For Accountants products. You agree not to hold us responsible for liability of any kind as a result of selling our products. Marketing For Accountants retains ownership and all rights to the Marketing For Accountants logos, trademarks, products, databases, reports, web site and other intellectual property. Marketing For Accountants reserves the right to cancel this Agreement for any violation of the Terms or Conditions at any time. Referral Criteria Referrals to Marketing For Accountants must meet the following criteria: 1. Referrals cannot be obtained via unsolicited commercial e-mail ("spam") 2. Affiliate Websites may not contain adult material, or engage in or promote illegal activity, violence, racism, terrorism or contain any other material that Marketing For Accountants, at its sole discretion, considers inappropriate. 3. Marketing For Accountants reserves the right to reject any orders that Marketing For Accountants deems inappropriate, due to suspected fraud, security concerns or any other reason. 4. That in your actions resulting in a Referral to Marketing For Accountants you have complied with the Federal and State Laws of Australia and also with the Laws of the Countries in which both you and the Referral reside and operate. 5. Links to Marketing For Accountants may not be placed in newsgroups, discussion forums, chatrooms or guestbooks and must be placed in such a way that it is not misleading to any Referral. (Tom is this correct?) Non-exclusivity This Agreement does not create any exclusive arrangement between you and Marketing For Accountants. Commissions Commissions are paid according to the schedule or percentage rate posted on the Marketing For Accountants web site. To receive commissions for any orders one of the following criteria must be met: 1. We identify by means of a unique URL used in linking to Marketing For Accountants that the subscriber originated from an Affiliate Website. When a web surfer clicks through your affiliate link, a cookie is set in their browser that contains your affiliate ID. Visitors sent through your affiliate link may make a purchase later in time and the commission will still be awarded if the cookie is present in their browser. 2. You identify the purchaser to us via email sent to info@ marketing-for-accountants.com.au within 30 days of the Referral purchasing Marketing For Accountants products. Independently of you Marketing For Accountants determines commissions based on money received. Returns, adjustments, chargebacks are deducted from the Affiliate's account ("Account"). All commissions are inclusive of GST and you are solely responsible for the taxation liabilities that may arise from receiving such commissions from Marketing For Accountants. Where you do not provide a valid Australian Business Number (ABN) Marketing For Accountants is under no obligation to pay any accrued or future commissions. If you provide a valid ABN but you are not registered to collect GST Marketing For Accountants will pay 2.5% less commission than the standard commission rate at the time. Marketing For Accountants retains the right to reject any customer order. The commission rates may be changed by Marketing For Accountants at any time upon 30 days notice to you. Commissions will be paid on a monthly basis, provided that your accrued balance is at least $100.00 Australian Dollars ("AUD"). Amounts less than $100.00 AUD will be carried forward and added to the following month's total. Cheques or Direct Credits will be processed within 30 days from the end of the month in which your accrued commissions reach the minimum. If commissions do not exceed $100 AUD in any financial year ending 30 June each year, then Marketing For Accountants may at its discretion automatically terminate the Agreement and pay the balance of your Account. Marketing For Accountants reserves the right not to pay Affiliates which, in Marketing For Accountants sole discretion, violate any of the Terms and Conditions of this Agreement or violate any Federal or State Laws of Australia. Affiliate Obligations Each affiliate will be solely responsible for the design, development, testing, operation, maintenance and content of their own Affiliate Website(s) and for all materials that appear on Affiliate Website(s), including but not limited to: (a) the accuracy and appropriateness of materials posted on Affiliate Website; and (b) ensuring that materials posted on Affiliate Website do not violate or infringe upon the rights of any third party. Affiliate hereby agrees to indemnify, defend and hold harmless Marketing For Accountants, its shareholders, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including, without limitation, legal fees) arising from the design, development, testing, operation, maintenance and content of their own Affiliate Website(s). Use of Marketing For Accountants Logo While party to this agreement, the Affiliate is granted permission to use the Marketing For Accountants graphic and text links provided on the Marketing For Accountants website in their marketing material and website. You may create your own graphic and text links as long as the Affiliate provides Marketing For Accountants URLs and/or samples of all materials that make use of the Marketing For Accountants logo for reference purposes. The Affiliate must discontinue use of the Marketing For Accountants logo if this agreement is terminated for any reason. Current Customers You shall not attempt to sell Marketing For Accountants products to a current customer of Marketing For Accountants. In the event that you solicit a current customer of Marketing For Accountants, Marketing For Accountants shall have no obligation to pay a commission to you for such customer. Relationship of Parties Scope of Authority You shall perform all duties under this Agreement as an independent supplier, and agree not to hold yourself out as an agent of Marketing For Accountants with authority apart from authority expressly granted from Marketing For Accountants. You shall have no express or implied authority to assume or create any obligation or enter into any Agreement on behalf of Marketing For Accountants. Nothing in this Agreement shall be deemed to create an employer-employee, partnership, franchise or joint venture relationship between Marketing For Accountants and you. Indemnification You agree to defend, indemnify and hold Marketing For Accountants harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorney's fees) arising from your violation of this agreement or any third-party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation shall survive any termination of this agreement. Our liability is limited to the commission amount due to you. Limitation of liability Marketing For Accountants shall not be liable to you or any third party for special, consequential, incidental, indirect, tort or cover damages, including, without limitation, damages resulting from the use or inability to use the products, delay of delivery and implementation, or loss of profits, data, business or goodwill, whether or not Marketing For Accountants has been advised or is aware of the possibility of such damages. Marketing For Accountants liability for all claims of any kind arising out of or relating to this agreement shall be limited solely to money damages and shall not exceed the amount of commissions due you. Marketing For Accountants will not accept liability for failures in providing its Products which are outside normal usage or which occur due to force majeure, matters outside Marketing For Accountants’ control or which are not reasonably foreseeable including an act of God, war, terrorism and civil disobedience. You or Marketing For Accountants may terminate this agreement at any time. This Agreement will be construed and enforced in accordance with the laws of the State of New South Wales without regard to its conflict of laws principles. Venue for any dispute under this Agreement will be Sydney, Australia. Marketing For Accountants shall not be liable for, and is excused from, any failure to perform or for delay in the performance of its obligations under this Agreement due to causes beyond its control, including without limitation, interruptions of power or telecommunications services, failure of Marketing For Accountants suppliers or subcontractors, acts of nature, governmental actions, fire, flood, natural disaster, or labour disputes. Marketing For Accountants reserves the right to change the Terms and Conditions of this Agreement at any time by posting the modified version on the portion of its web site. You may not assign this Agreement or any of your rights or obligations under this Agreement, in whole or in part, without the express written consent of Marketing For Accountants. Any notice made by Marketing For Accountants to you shall be deemed properly given and effective: (i) when reduced to writing and sent to the e-mail address specified in your Program registration, OR (ii) fifteen (15) days after being posted to the portion of Marketing For Accountants' web site that relates to the Program. Any notice made by you to Marketing For Accountants shall be deemed properly given and effective when reduced to writing and delivered to the customer support e-mail address specified in the Program documentation on Marketing For Accountants ' web site. Independent Investigation You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the affiliate program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.