Bravenet Affiliate Program Terms and Conditions

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BRAVENET WEB SERVICES, INC. ("Bravenet") BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

All members of the Bravenet Affiliate program are required to agree to the following Terms and Conditions. Anyone determined by Bravenet to have violated these terms and conditions is subject to dismissal from the Bravenet Affiliate program. Dismissal relieves Bravenet from any obligation to record and award affiliate earnings.

Overview

This Agreement contains the complete terms and conditions that apply to your participation to in the Bravenet Affiliate Program. All uses in this agreement of the words "Bravenet", "we", "us" or "our" refers to Bravenet Web Services, Inc., a Canadian corporation with its principal place of business at Jensen Ave., Parksville, BC, Canada, V9P 2H5. All uses of the words "Applicant", and "you" refers to you, the Applicant. Member means an applicant who has completed the application packet and has been accepted by Bravenet into the Bravenet Affiliate Program. "Your site" means the site on the World Wide Web which you specify in your application packet and which you own. The Bravenet site means http://www.bravenet.com.

Enrollment into the Program

To enroll, you must complete and submit the online application. You will be immediately accepted into the program so you can start referring new members right away. We may reject your application at our sole discretion. Unsuitable sites include but are not limited to sites that:

1. Are under construction and are not accessible.
2. Promote, contain or link to sexually explicit materials.
3. Promote violence.
4. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
5. Promote illegal activities.
6. Violate intellectual property rights or violate any local, state, federal or other law or regulation.
7. Contain any libelous, defamatory or disparaging materials.
8. Contain little or no original content.

If we reject your application, you are welcome to re-apply to the Affiliate Program at any time.

Links and Graphics

As a member of the Bravenet Affiliate Program, you will have access to the Affiliates Command Center, located in your Bravenet Account under 'affiliates'. At this site you will be able to download HTML code (that provides links to web pages within the Bravenet website) and graphics that we have made available for use in your website. You are only allowed to link to those specific web pages that we designate in the HTML code. Plus, in order for us to accurately keep track of guest visits from your site to ours, you must use the HTML code that we provide. You may enhance the code by adding your own graphics and text as long as it accurately describes Bravenet and Bravenet services.

Additionally, only Bravenet's HTML forms may be used for registration and login to the Bravenet service. Bravenet reserves the right, at any time, to review your placement and require that you change the placement or use to comply with the guidelines provided. Subject to the terms of this Agreement, we grant you a non-exclusive, non-sub licensable right to display and host Affiliates Links provided to you under this Agreement solely so that you may link to the Bravenet Site as described herein.

You may use the Bravenet Trademark, links and images solely for the purpose authorized by Bravenet. You may not modify the Bravenet Trademark, links and images.

Responsibility for Your Site

You will be responsible for the content, style, and placement of the links. You may not alter banners, buttons, graphics or text links (collectively "Marks"). We provide access to a toolkit with an HTML generator. You must use the generator to create your links in order to meet the criteria in the operating agreement. You agree to fully cooperate with us in order to establish and maintain any links between the Bravenet site and your site. You also agree that those graphic images that you display pertaining to Bravenet, for use as a link or otherwise, will only be graphic images that we provide to you from the Affiliate Command Center. If we update those graphics, you agree to replace our old graphics with the new ones.

New graphical standards will be posted in the Membership Agreement from time to time. It is your responsibility as the Affiliate Member to ensure that all changes to the Membership Agreement are adhered to. You will be solely responsible for the development, operation, and maintenance of Your Site and related equipment and for all materials and content that appears on Your Site.

You are also responsible for the following:

1. The technical operation of your site and all related equipment.
2. The accuracy and appropriateness of all materials posted on Your Site according to the standards set forth in part 2 of this Agreement.
3. Insuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights).
4. Insuring that materials posted on Your Site are not libelous or otherwise illegal.

We disclaim all liability for these matters. Further, you agree to indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to or arising out of your responsibilities stated in this Agreement, including without limitation the development, operation, maintenance, of Your Site and the related equipment, materials and content on Your Site.

Except as provided herein, you agree that you have no rights, title or interest in or to the Marks, the message, or other images. You agree not to apply for registration of any of the Marks (or any mark similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of any Bravenet Mark. Members acknowledge and agree that their website information (name, URL, traffic counts, etc.) may be used by Bravenet. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. Members agree to allow Bravenet to use screen shots of any web page that contains the Bravenet HTML code in Bravenet promotional materials. Anyone found in deliberate violation of these terms and conditions is subject to expulsion from the Affiliates Program.

Affiliate shall be responsible for all taxes including, without limitation, sales, use, property, excise, value added and gross receipts levied on or with respect to this Agreement, except taxes based on Bravenet's net income.

Referral Fees, Fee Schedule and Fee Payment

For every new Registrant who enters the Bravenet Site through Affiliates Links from Your Site and registers for a Bravenet membership and remains an active member for a period of no less than 15 days (a "**Qualified Registrant"), Bravenet will pay you a $1.00 per registration. To become an active member of Bravenet, a member must join and actively use 1 or more of our services on their website. (See **Qualified Registrants below) Active use is defined as reaching a predefined number of service pageviews in order to deem the user active.

**Qualified Registrants include registered users of these Bravenet Services:

• Guestbook
• Message Forum
• Website Hosting
• E-Cards
• E-mail Forms
• Site Search
• Guestmap
• Fast URL Redirect
• Password Gate
• Mailing List
• Site Ring
• Vote Caster
• Classifieds
• Cartoon of the Day
• Tell-A-Friend
• Free Links
• Live Chat
• FAQ Service
• Mini Poll

Registrants that do not follow Bravenet's Membership Terms and Conditions (i.e. adult sites, warez, hate sites, etc.) will not qualify. In addition, valid registrants must register with a valid email address. Please note that we will not pay Referral Fees on registrations who enter the Bravenet site other than through Affiliates Links from your site.

We will pay you Referral Fees on a monthly basis. However, if the Referral Fees payable to you for any calendar month are less than $50.00, we will hold these Referral Fees until the total amount due is at least $50.00 or (if earlier) until this Agreement is terminated.

Any Customers who link to the Bravenet Site from an Affiliates link and register with the Bravenet Service will be deemed to be customers of Bravenet, and accordingly, all Bravenet rules, policies, and operating procedures will apply to those customers. Bravenet, at its sole discretion, may change our rules, policies, operating procedures, services offered, pricing and referral fees at any time without prior notice.

Fraud

If Bravenet determines in its sole discretion that you are using the Bravenet Affiliate program in a fraudulent manner, Bravenet reserves the right to refuse payment for any members sent to us via your site. For the purposes of this agreement "fraudulent manner" includes, but is not limited to, the following actions:

1. Instructing people to fill out the registration form with false information or for purposes other than obtaining a free Bravenet account;
2. Submitting registrations using false e-mail addresses;
3. Submitting registrations using e-mail addresses belonging to other people or multiple e-mail addresses that belong to only one person;
4. Your Affiliate Link is placed within the "Hotline Server" or similar community, or on a site that is advertised within the "Hotline Server" or similar community;
5. Your Affiliate Link generates several clickthroughs from the same I.P. address;
6. Your Affiliate Link generates abnormally high clickthrough and/or conversion rates;
7. Your affiliate is associated with objectionable material; or
8. Any other activity that Bravenet determines, in its sole discretion, to be fraudulent. In order to determine fraudulent use, Bravenet will consider the content of your site, your marketing tactics, or any other information that Bravenet deems appropriate.

Reporting

You can access your Affiliate account and view reporting details in the Affiliate service manager page in the Bravenet Members Area. Login with your Username and Password and click on the Affiliate Program link.

Promotion & Publicity

You are welcome to promote your own websites, but naturally any promotion that mentions the Bravenet Site or any Bravenet service, could be perceived by the public or the press as a joint effort.

As such, certain forms of advertising are always prohibited by Bravenet. For example, advertising commonly referred to as "spamming" is prohibited by Bravenet. Other generally prohibited forms of advertising include the use of unsolicited commercial e-mail (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name or your return e-mail address.

We require written consent for any promotion that mentions the Bravenet Site, Bravenet or any Bravenet service. However, subject to your obtaining our written consent, we generally approve mailings to customers to promote Bravenet services so long as the recipient of the mailing is already a customer or subscriber of your services, and recipients have the option to remove themselves from future mailings. Also, newsgroups postings to promote Bravenet services are generally approved by Bravenet so long as the news group specifically welcomes commercial messages. In all cases, you must always clearly represent yourself and your websites as independent from Bravenet.

You grant to us a non-exclusive license to use your names, titles, and logos to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

Terms and Termination

The terms of this Agreement will begin upon our acceptance of your Program application packet and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party five (5) days written notice of termination. You have seven (7) days from day of termination to remove all Your Links relating to this Agreement from Your Site. You are only eligible to earn referral fees on Qualifying Registrations occurring during the term of this Agreement. Your final payment will be distributed to you forty-five (45) days after the end of calendar quarter in which this Agreement has been terminated.

Bravenet reserves the right to terminate this Agreement with no notice to you if we determine that your use of our Affiliates program is for fraudulent purposes as described in Section 6.

Upon termination of this Agreement by either party you shall immediately cease your use of all Marks and offering access to Bravenet.

Relationship of Parties

You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Bravenet. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Sites or otherwise, that reasonably would contradict anything in this Section.

Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with the execution, operation or performance of this Agreement or the operation of the Program, regardless of whether we were informed or had direct or imputed knowledge of the possibility of such damages or loss in advance.

Further, our aggregate liability arising with respect to the execution, operation or performance of this Agreement or the operation of the Program will not exceed the total referral fees paid or payable to you under to this Agreement. This Section 10 in no way limits Bravenet's recovery of indirect, special or consequential damages from you, the Affiliate, for your breach of any section of this Agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Program or any services sold through the Program (including, without limitation, warranties of fitness for a particular purpose, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Bravenet site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential", will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Miscellaneous

Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and understandings relating to the subject matter of this Agreement and that all modifications to this Agreement must be made in writing, signed by both parties except as otherwise provided herein.

Neither party may assign or transfer any of the rights, duties or obligations herein to any party (except to an affiliated company, or a successor in interest in the event of a merger, sale of assets of the business to which this Agreement is related or consolidation) without the prior written consent of the other party and any purported attempt to do so will be null and void.

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

This Agreement will be governed by the laws of Canada and the province of British Columbia, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in to the courts located in British Columbia, Canada, and you irrevocably consent to the jurisdiction of such courts.

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.