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Affiliate Agreement

This agreement contains the complete terms and conditions between us, E-Soft Inc (the publishers of SecuritySpace), and you, the applicant, regarding your application to participate in the SecuritySpace Affiliate Program (the "Program"). Upon our acceptance of your application and your execution of this agreement in the place provided below, this will be a legally binding agreement between you and us.

In this Agreement, "we, us, our, E-Soft or SecuritySpace" means E-Soft Inc, and "you" means the Affiliate participating in the Program. "SecuritySpace Web Site" or "Our Site" means the web site located at http://*.securityspace.com or https://*.securityspace.com, and "Your Site" means the web site upon which you establish the Links to Our Site as part of this Program.

Enrollment
To begin, complete the online application via our site. We will review applications in good faith and notify you if your application is accepted. We reserve the right to reject your application for any, or without any reason. Possible reasons for rejection include, but are not limited to, sites we find to contain sexually explicit, violent, discriminatory, or illegal content.

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

Links on Your Site
Once you have been notified that your site has been accepted into the Program, we will make available to you all banner advertisements, logo links or text links, containing pictures or words identifying and promoting SecuritySpace's products and services, and tagged with a unique affiliate code assigned to you. The Links will serve to identify Your Site as a member of our Program and will establish a Link from Your Site to Our Site. You may display the link as often and in as many areas on Your Site as you desire. You may not modify any images provided to you by SecuritySpace, nor may you frame our site. You must use the link code we provide to you as is, with our graphic images being linked as provided in examples. We reserve the right to update the Links from time to time.

To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Links." You will earn referral fees only with respect to activity on our site occurring directly through Links; we will not be liable to you with respect to any failure by you to use Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

Order Processing
We will process orders placed by customers who follow Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment including order entry, payment processing cancellations, and returns, and related customer service. We will track sales made to customers who purchase Products by using Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.

Those customers are deemed to be and you agree that they are customers of E-Soft and not customers of the Affiliate with respect to the sale of our products and services. The Affiliate has no right to information that we have regarding these customers. All of our rules, operating procedures and policies regarding customers, including product availability, pricing and problem resolution, apply to any orders received through this Program. We may change those rules, procedures and policies ("Policies") at any time without prior notice to Affiliate. We do not authorize the Affiliate to make and we are not responsible for any representations made by Affiliate that conflict with the Policies. We reserve the right to reject any order for any reason.

Active Customer
For the purposes of this agreement, an Active Customer is any subscriber to SecuritySpace that has been subscribed for less than one year, or has made any purchase within the last 12 calendar months from SecuritySpace. Customers that do not have any purchase activity for a period of 12 consecutive calendar months will no longer be eligible for generating referral fees.

Referral Fees
Your entitlement to a referral fee will accrue only if the customer (i) accesses Our Site through the use of a Link on Your Site; (ii) before exiting Our Site becomes a My Security Subscriber. Once a customer has become a My Security subscriber, they are considered to be an Active Customer and are eligible for generating referral fees so long as they remain an Active Customer, regardless of what path they use to visit our site.

You will earn a minimum of a 35% referral fee based on the price of our products/services actually purchased and paid for by your customer. You are eligible to participate in a volume incentive program that will increase your referral fee based on eligible sales made in the last 90 days by Active Customers originally referred to us by you. The volume based commission schedule is shown below:

Tier Floor Ceiling Commission
D1$0.00$999.9935.0%
D2$1,000.00$1,999.9937.5%
D3$2,000.00$3,999.9940.0%
D4$4,000.00$9,999.9942.5%
D5$10,000.00$24,999.9945.0%
D6$25,000.00$999,999.9950.0%

Due to the unique nature of the internet industry and associated regulatory requirements, sales will be termed as "Completed Orders" only after verification, credit check, or other criteria have been completed on the account. Services cancelled within 90 days from date of purchase will be considered returns and associated commissions will be deducted from your account.

Payment Schedule
We will pay referral fees on a monthly basis. Approximately 30 days following the end of each month, we will send you a check for the referral fees earned, with minimum of $30 Canadian (approximately $20 US). However, if the referral fees is less than $30, we will hold payment until the total amount due is at least $30 or (if earlier) until this Agreement is terminated.

Reports of Sales
On an ongoing basis, we will provide Affiliate reports accessible through a password protected portion of our Site. These reporting statistics are subject to change upon the sole discretion of E-Soft.

Policies and Pricing
Customers who buy products/services through this Program will be deemed to be customers of E-Soft. Accordingly, all E-Soft rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We have the right to change our subscription prices or policies at any time. In addition, products/services, product/service prices, and availability may vary from time to time. You agree to direct Customers to SecuritySpace for inquiries relating to SecuritySpace issues.

Limited License
We grant you a nonexclusive, non-transferable, revocable right to use the graphic image and text and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product/Service sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on Your site. This includes the technical operation of Your site and all related equipment. You must ensure that materials posted on Your 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 that they are not libelous or otherwise illegal.

We disclaim all liability for these matters. Further, you will indemnify, defend and hold us harmless from all claims, damages, and expenses (including, without limitation, reasonable attorneys' fees) relating to the development, operation, maintenance, and contents of Your site, or relating to any representation or breach made by you under this Agreement.

Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all E-Soft trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Modification
We may modify any of the 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 our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 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 this agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement and the Program will not exceed the total commissions and bonuses paid or payable to you under this agreement. This section survives termination of this Agreement.

Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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 our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Indemnification
You agree to indemnify, defend and hold harmless E-Soft, its shareholders, officers, directors, employees, agents, corporate affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses including reasonable attorneys' fees and costs, of any nature whatsoever incurred or suffered by E-Soft (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of your name, titles, logos or trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to the development, operation, maintenance or content of Your site. This section survives termination of this Agreement.

Confidentiality
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Operating Agreement except and solely to the extent that any such information is generally known or available to the public through a source or sources other than the party hereto. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.

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 PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Miscellaneous
The Governing Law of this Agreement shall be construed and controlled by the laws of Ontario, Canada. The parties submit to the jurisdiction of the provincial and federal courts sitting in Ontario, Canada. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. 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.

Each party will perform its obligations under this Agreement in a diligent, legal, ethical, and professional manner. All advertising and promotion by you and us must be completely factual. You and we will not use any business or advertising practice that may be injurious to the business of the other party. You and E-Soft mutually, expressly, irrevocably, and unconditionally waive trial by jury for any proceedings arising out of, under, or in connection with this Agreement. This section survives termination of this Agreement.

This Agreement is the entire agreement between you and us as to the subject matter covered in this Agreement and supersedes any prior oral or written agreements, understandings or discussions as to the subject matter covered in this Agreement.


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