EarlyMark - Affiliate Program - Licence Agreement To enrol in the EarlyMark Affiliate Program you must agree to the following terms. This agreement ("Agreement") contains the complete terms and conditions for your participation in the EarlyMark Affiliate Program ("Program"), and the establishment of links from your website(s) to the EarlyMark website, as defined below. As used in this Agreement, "you" means (and "your" refers to) the applicant seeking to participate as an Affiliate in the Program, "we" means (and "us", "our" and "ours" refer to) the owners of the EarlyMark Behaviour Management System. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND US. BY COMPLETING AND SUBMITTING THE ONLINE AFFILIATE PROGRAM APPLICATION TO EARLYMARK, YOU AGREE THAT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. 1. DEFINITIONS 1.1 "Affiliate" means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party. 1.2 "Affiliate Site" means one or more of your websites, and any successor website to those sites, once you have been accepted into the Program. 1.3 "Completed Sale" is one in which a User, who has accessed the EarlyMark website from your Affiliate Site via one of the EarlyMark Approved Links, pays for a sale for merchandise in full. 1.4 "Commencement Date" means the date upon which the sale commences. 1.5 "EarlyMark Approved Links" means any graphical or text link, including, without limitation, Banner Advertisements and hyperlinks that are located on your Affiliate Site through which Users may directly Link to a location on the EarlyMark website. 1.6 "EarlyMark website" means the software code, informational databases, products, and other components that make up our service which is marketed for use by individual end users, at our sole discretion, to enable such end users to shop and pay for products via a personal computer (or other interactive device) connected to the Internet or any other network. We currently offer these services on the Web under the name "EarlyMark Behaviour Management System", but we may change the name from time to time, and the term "EarlyMark Behaviour Management System", as we use it in this Agreement is deemed to refer to all future versions of our online services described in this Agreement, regardless of the name under which it is offered from time to time, and includes without limitation any and all additional, follow-on, successor or replacement versions of these services. 1.7 "Link" means either, (i) one or more hyperlinks located on the applicable areas of your Affiliate Site or the EarlyMark website or (ii) any other alternative method that enables a User to access the EarlyMark website or return to your Affiliate Site. Links also include any connection to the EarlyMark website through the Internet, e-mail, broadband, Internet II, wireless and handheld devices, cell phones, digital appliances, or other digital interactive means, networks, devices, or transmissions (whether existing now or in the future). 1.8 "Look and Feel" means the distinctive and particular elements of graphics, design, organisation, presentation, layout, user interface, navigation, trade dress, colours and stylistic convention (including the digital implementations thereof) within a World Wide Website, and the total appearance and impression substantially formed by the combination, coordination and interaction of such elements, and any derivative works. 1.9 "Net Revenue" means the net revenue we receive as a direct result of Completed Sales for merchandise by Users excluding freight, on the EarlyMark website. 1.10 "User" means individuals or entities that access the EarlyMark website directly from your Affiliate Site. 2. YOUR OBLIGATIONS 2.1 To begin the enrolment process, you will submit a completed program application ("Program Application") to us via the online Program Application Form. We will evaluate your Program Application and will notify you of your acceptance or rejection in a timely manner. We may reject your Program Application if we determine, at our sole discretion, that you are an ineligible party, or your site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as sites that depict sexually explicit images; promotes violence, illegal activities, or unlawful discrimination of any kind; promotes or incorporates any materials which infringe or assist others to infringe the intellectual property rights of others (collectively "Content Restrictions"). If we reject your Program Application, you are welcome to reapply to the Affiliate Program after sixty (60) days of the original application date. If you are accepted into the Program: 2.2 You shall prominently display and maintain the EarlyMark Approved Links provided to you by us, or any addition to or substitute thereof that we may provide to you from time-to-time during the term of this Agreement, on your Affiliate Site which shall Link directly to the EarlyMark website. In the event we provide you with new or modified EarlyMark Approved Links, you agree to implement the new EarlyMark Approved Links within fourteen (14) days following receipt of the update from us. 2.3 In no event shall you or your agents make or extend any representation or warranty on our behalf with respect to EarlyMark or the services available therein. 2.4 You warrant and represent to us that your Affiliate Site: (i) is in compliance with all applicable laws and regulations; (ii) does not contain any material that is fraudulent, defamatory or obscene; (iii) is suitable in all respects to be linked to from EarlyMark, and (iv) any customer information provided by Us to you, will not be used for any purpose other than to verify payments made to you by Us. You agree that your Affiliate Site will not, in any way, copy or resemble the Look and Feel of EarlyMark nor will you create an impression that your Affiliate Site is the EarlyMark website or part of EarlyMark, nor will you frame any page on the EarlyMark website being viewed by a User of your Affiliate Site who links to the EarlyMark website through a Link. You agree that during the term of this Agreement, your Affiliate Site shall not contain any of the content restrictions described in Section 2.1 above, nor shall it disparage EarlyMark or Us in any way. We may test your Affiliate Site's URL, and if such URL is not in compliance with the terms and conditions of Section 2.2 and this Section 2.4, we, at our sole discretion may (i) remove such non-conforming URL; and/or (ii) terminate this Agreement. 3. EARLYMARK'S OBLIGATIONS 3.1 We shall provide you with one or more EarlyMark Approved Links, or any substitute thereof that we, at our sole discretion, may provide to you from time to time during the term of this Agreement for use on your Affiliate Site. 3.2 We shall provide customer support to Users in accordance with our current standard terms and conditions and standard customer service policies and procedures applying generally to users of the EarlyMark website. You acknowledge that we reserve the right to refuse to provide customer/fulfilment services to a User for a variety of reasons, including but not limited to: (a) purchase rejection by applicable credit card company; (b) inability to authenticate credit card; (c) inability to authenticate card holder; and (d) User's purchase history with us and/or our Affiliates. 3.3 EarlyMark and its 3rd Party Payment Processor shall make available to you monthly reports that set forth, at a minimum, the number of Users to the EarlyMark website from your Affiliate Site, and the number of Completed Sales by Users Linking directly to the EarlyMark website from your Affiliate Site during the applicable month. We may provide you with access to certain reporting tools with which you may review statistics that relate to Users and Completed Sales at the EarlyMark website from the Affiliate Site through EarlyMark Approved Links. 4. USE OF TRADEMARKS You agree that we may include your logos, trademarks, trade names and similar identifying material ("Your Marks") on the EarlyMark website in a listing of companies who are participating in the Program; provided however, that in no event shall we be required to include Your Marks in any such listing. You represent and warrant that you are the sole and exclusive owner of Your Marks and have the right and power to grant to us the license to use them in the manner described herein, and such grant does not or will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon you; or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. We will remove Your Marks from any such lists upon the effective date of the expiration or termination of this Agreement. 5. OWNERSHIP OF THE EARLYMARK WEBSITE 5.1 Copyright of intellectual property rights (including without limitation all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of the EarlyMark Website is owned by Hasil International Limited. 5.2 We will own all data generated by Users of the EarlyMark Website, and all of the terms and conditions, rules, policies and operating procedures of EarlyMark (including but not limited to policies relating to the use of customer personal identification information, customer orders, customer service and order fulfilment) will apply to such Users of the EarlyMark website; and We reserves the right to change such terms and conditions, rules, policies and operating procedures at any time. 6. FEE STRUCTURE You are eligible to earn Commission Fees on all Completed Sales, excluding freight, during the term of this Agreement, where the User follows a Link from your Affiliate Site directly to the EarlyMark website and that User, using EarlyMark's online ordering system, successfully effectuates a Completed Sale during the term of this Agreement. The Commission Fee will not be awarded in the event of credit card fraud, bad debt, and credits due for cancellations or returns. We will pay you a Commission Fee only if the User is tracked on our internal online ordering system from the time the Link is initiated on your Affiliate Site to the time of the sale. You agree that no Commission Fees will be paid if the User cannot be tracked by our internal ordering system. Commission Fees shall be paid as follows: We will pay your agreed percentage on Net Revenue, for Completed Sales excluding freight. 7. PAYMENTS 7.1 Commission will be paid monthly to the main contact listed on the Program application. However, in the event that the total monthly Commission Fees payable to you is less than One Hundred Dollars (USD $100) for the applicable 1 month period ("One Month Minimum Threshold"), we will hold the payment until the aggregate total Commission Fees meet or exceed the One Month Minimum Threshold. You will be solely and entirely responsible for any and all taxes and/or other fees or obligations associated with the receipt of Affiliate payments under this Agreement. 7.2 Commission payments will be made through PayPal and therefore it is a condition for members to have a PayPal account and to provide Us with the relevant account details. 8. MODIFICATION We may modify any of the terms and conditions contained in this Agreement, with a fourteen (14) day written notice. Notification to you of any change by e-mail or posting of a change notice on EarlyMark and/or the Internet site of any designated Reporting Agent, at our sole discretion, shall be considered sufficient notice to you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or a new agreement on the EarlyMark website will constitute binding acceptance of the change. 9. TERM AND TERMINATION This Agreement shall commence upon our acceptance of your Program Application and shall continue until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party thirty (30) days written notice of termination. Written notice can be in the form of posted mail, e-mail or fax. You are only eligible to earn Commission Fees occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable in accordance with Section 7. If this Agreement is terminated because (i) you have violated the terms of this Agreement, or (ii) your Affiliate Site becomes subject to the Content Restrictions set forth in Section 2, you are not eligible to receive any commission payments, even for commissions earned prior to termination. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination or expiration of this Agreement for any reason, you shall immediately remove any EarlyMark Approved Links from your Affiliate Site. 10. REPRESENTATIONS AND WARRANTIES You represent and warrant to us that this Agreement has been duly and validly executed by you by virtue of you reading and understanding this agreement; continuing the affiliate sign-up process and submitting to EarlyMark, constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery, and performance by you of this Agreement are within your legal capacity and power, have been duly authorised by all requisite action on your part, require the approval or consent of no other persons; and neither violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you. The representations and warranties in this Section 10 are continuous in nature and shall be deemed to have been given by you on your completion of the Online Affiliate Application form and at each stage of performance hereunder. The Affiliate also represents and warrants that during the term of this Agreement it shall not purchase, from search engines, the word "EarlyMark Behaviour Management System" or other EarlyMark related search terms that incorporate EarlyMark or EarlyMark Behaviour Management System. These representations and warranties and covenants shall survive termination or expiration of this Agreement. 11. INDEMNIFICATION You hereby agree to indemnify, defend, and hold harmless us and our Affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' or other professionals' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of Your Marks infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or another proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your Affiliate Site including, without limitation, content therein not attributable to us or (iv) any actions based on your alleged violations of any applicable law or regulation. 12. DISCLAIMERS AND LIMITATION OF LIABILITY 12.1 We make no express or implied warranties or representations with respect to the Program or any service, product or other items sold through the Program, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information provided by us. In addition, we make no representation that the operation of EarlyMark will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. 12.2 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 AGGREGRATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT. 13. CONFIDENTIALITY 13.1 For purposes of this Agreement, the term "Confidential Information", shall include, but not be limited to, the terms of this Agreement, any modifications to the terms and provisions of the Agreement made specifically for your Affiliate Site and not generally available to other members of the Program, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any members of the Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. 13.2 You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and shall not be utilised, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. 14. 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) engage in similar arrangements on terms that may differ from those contained in this agreement or operate websites that are similar to or compete with your Affiliate 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. 15. GOVERNING LAW Unless otherwise agreed to by Us this Agreement will be governed by the laws of Australia and the State of Queensland, without reference to rules governing choice of laws. Unless otherwise agreed by Us any action relating to this Agreement must be brought in the Federal or State Courts located in the State of Queensland and you irrevocably consent to the jurisdiction of such courts. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, including expert witness fees. 16. ASSIGNABILITY 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 and enforceable against the parties and their respective successors and assigns. This Agreement is the complete Agreement between the parties and supersedes any prior oral or written agreement concerning the subject matter. 17. NO WAIVER 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 a provision or any other provision of this Agreement. EarlyMark Affiliate License Agreement To enrol in the EarlyMark Affiliate Partner Program you must agree to the following terms. This agreement ("Agreement") contains the complete terms and conditions for your participation in the EarlyMark Affiliate System. Affiliate Program ("Program"), and the establishment of links from your Website(s) to the EarlyMark Web site, as defined below. As used in this Agreement, "you" means (and "your" refers to) the applicant seeking to participate as an Affiliate in the Program, "we" means (and "us", "our" and "ours" refer to) the owners of the EarlyMark Affiliate System. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND US. BY COMPLETING AND SUBMITTING THE ONLINE PARTNER APPLICATION TO EARLYMARK, YOU AGREE THAT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. 1. DEFINITIONS 1.1 "Affiliate" means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party. 1.2 "Affiliate Site" means one or more of your Web sites, and any successor Web site to those sites, once you have been accepted into the Program. 1.3 "Completed Sale" is one in which a User who has accessed the EarlyMark Web Site from your Affiliate Site via one of the EarlyMark Approved Links pays for a Sale in full. 1.4 "Click-Through" means each instance in which a User navigates to and fully loads a page on the EarlyMark Web site. As used herein, a page "fully loads" when the entire page is displayed on the electronic device that has accessed the page. 1.5 "Commencement Date" means the date upon which the sale commences. 1.6 "EarlyMark Approved Links" means any graphical or text link, including, without limitation, Banner Advertisements and persistent hyperlinks in the form of an EarlyMark logo or EarlyMark storefront booking form, that is located on your Affiliate Site through which Users may directly Link to a location on the EarlyMark Web site. 1.7 "EarlyMark Web site" means the software code, informational databases, products, and other components that make up our service which is marketed for use by individual end users, at our sole discretion, to enable such end users to shop and pay for products via a personal computer (or other interactive device) connected to the Internet or any other network. We currently offer these services on the Web under the name "EarlyMark Behaviour Management System", but we may change the name from time to time, and the term " EarlyMark (EarlyMark Behaviour Management System)", as we use it in this Agreement is deemed to refer to all future versions of our online services described in this Agreement, regardless of the name under which it is offered from time to time, and includes without limitation any and all additional, follow-on, successor or replacement versions of these services. 1.8 "Link" means either, (i) one or more hyperlinks located on the applicable areas of your Affiliate Site or the EarlyMark Web site, (ii) any "keywords", such as "body language", "relationship", etc. that invokes your software program on your Affiliate Site and returns a EarlyMark Approved Link, or (iii) any other alternative method that enables a User to access the EarlyMark Web site or return to your Affiliate Site. Links also include any connection to the EarlyMark Web site through the Internet, e-mail, broadband, Internet II, wireless and handheld devices, cell phones, digital appliances, or other digital interactive means, networks, devices, or transmissions (whether existing now or in the future). 1.9 "Look and Feel" means the distinctive and particular elements of graphics, design, organization, presentation, layout, user interface, navigation, trade dress, colours and stylistic convention (including the digital implementations thereof) within a World Wide Web site, and the total appearance and impression substantially formed by the combination, coordination and interaction of such elements, and any derivative works. 1.10 "Net Revenue" means the net revenue we receive as a direct result of Users effectuating Completed Sales on the EarlyMark Web site. 1.11 "User" means individuals or entities that access the EarlyMark Web site directly from your Affiliate Site. For purposes of clarification, the meaning of "User" shall not include any software program or routine that generates a Click-Through with no individual person actually present, such as shopping bots or other computer programming routines that are intended to scrape, mine, surreptitiously intercept or expropriate any information for the purpose of comparison shopping. 2. YOUR OBLIGATIONS 2.1 To begin the enrolment process, you will submit a completed program application ("Program Application") to Us via the online Program Application. We will evaluate your Program Application and will notify you of your acceptance or rejection in a timely manner. We may reject your Program Application if we determine, in our sole discretion, that you are an Ineligible Party, or your site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable such as sites that depict sexually explicit images; promotes violence, illegal activities, or unlawfully discrimination of any kind; promotes or incorporates any materials which infringe or assist others to infringe the intellectual property rights of others (collectively "Content Restrictions"). If we reject your Program Application, you are welcome to reapply to the Affiliate Program after sixty (60) days of the original application date. If you are accepted into the Program: 2.2 You shall prominently display and maintain the EarlyMark Approved Links provided to you by us, or any addition to or substitute thereof that we may provide to you from time-to-time during the term of this Agreement, on your Affiliate Site which shall Link directly to the EarlyMark Web site. In the event we provide you with new or modified EarlyMark Approved Links, you agree to implement the new EarlyMark Approved Links within fourteen (14) days following receipt of the update from us. 2.3 In no event shall you or your agents make or extend any representation or warranty on our behalf with respect to EarlyMark or the services available therein. 2.4 You warrant and represent to us that your Affiliate Site: (i) is in compliance with all applicable laws and regulations; (ii) does not contain any material that is fraudulent, defamatory or obscene; (iii) is suitable in all respects to be Linked to from EarlyMark, and (iv) any customer information provided by Us to you, will not be used for any purpose other than to verify payments made to you by Us. You agree that your Affiliate Site will not, in any way, copy or resemble the Look and Feel of EarlyMark nor will you create an impression that your Affiliate Site is the EarlyMark Web site or part of EarlyMark, nor will you frame any page on the EarlyMark Web site being viewed by a User of your Affiliate Site who links to the EarlyMark Web site through a Link. You agree that during the term of this Agreement, your Affiliate Site shall not contain any of the Content Restrictions described in Section 3.1 above, nor shall it disparage EarlyMark or us in any way. We may test your Affiliate Site's URL, and if such URL is not in compliance with the terms and conditions of Section 3.2 and this Section 3.4, we, in our sole discretion may (i) remove such non-conforming URL; and/or (ii) terminate this Agreement. 3. EARLYMARK'S OBLIGATIONS 3.1 We shall provide you with one or more EarlyMark Approved Links, or any substitute thereof that we, in our sole discretion, may provide to you from time to time during the term of this Agreement for use on your Affiliate Site. 3.2 We shall provide customer support and fulfilment services to Users in accordance with our then-current standard terms and conditions and standard customer service policies and procedures applying generally to users of the EarlyMark Web site. You acknowledge that we reserve the right to refuse to provide customer/fulfilment services to a User for a variety of reasons, including but not limited to: (a) purchase rejection by applicable credit card company; (b) inability to authenticate credit card; (c) inability to authenticate card holder; and (d) User's purchase history with us and/or our Affiliates. 3.3 EarlyMark and its 3rd Party Payment Processor shall make available to you monthly reports that set forth, at a minimum, the number of Users to the EarlyMark Web site from your Affiliate Site, and the number of Completed Sales by Users Linking directly to the EarlyMark Web site from your Affiliate Site during the applicable month. We may provide you with access to certain reporting tools with which you may review statistics that relate to users and Completed Sales at the EarlyMark Web site from the Partner's Web site through EarlyMark Approved Links. 3.4 Affiliate partners will receive credit for transactions referred to earlymark.com, which are booked within the Agreement Period. 4. USE OF TRADEMARKS You agree that we may include your logos, trademarks, trade names and similar identifying material ("Your Marks") on the EarlyMark Web site in a listing of companies who are participating in the Program; provided however, that in no event shall we be required to include Your Marks in any such listing. You represent and warrant that you are the sole and exclusive owner of Your Marks and have the right and power to grant to us the license to use them in the manner described herein, and such grant does not or will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon you; or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. We will remove Your Marks from any such lists upon the effective date of the expiration or termination of this Agreement. 5. OWNERSHIP OF EARLYMARK 5.1 We shall own all intellectual property rights (including without limitation all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of the EarlyMark Web site. 5.2 We will own all data generated by Users of the EarlyMark Web site, and all of the terms and conditions, rules, policies and operating procedures of EarlyMark (including but not limited to policies relating to the use of customer personal identification information, customer orders, customer service and order fulfilment) will apply to such Users of the EarlyMark Web site; and we reserve the right to change such terms and conditions, rules, policies and operating procedures at any time. 6. FEE STRUCTURE You are eligible to earn Commission Fees on all sales during the term of this Agreement, where the User follows a Link from your Affiliate Site directly to the EarlyMark Web site and that User, using EarlyMark's online ordering system, successfully effectuates a Completed Sale, which is completed during the term of this Agreements applicable. The Commission Fee will not be awarded in the event of credit card fraud, bad debt, and credits due for cancellations or returns. We will pay you a Commission Fee only if the User is tracked on our internal online ordering system from the time the Link is initiated on your Affiliate Site to the time of the sale. You agree that no Commission Fees will be paid if the User cannot be tracked by our internal ordering system. Commission Fees shall be paid as follows: We will pay your agreed percentage on Net Revenue, for Completed Sales. 7. PAYMENTS 7.1 Commission will be paid approximately monthly to the main contact listed on the Program application. In the event that the total monthly Commission Fees payable to you is less than One Hundred Dollars (USD $100) for the applicable 1 month period ("One Month Minimum Threshold"), we will hold the payment until the aggregate total Commission Fees meet or exceed the One Month Minimum Threshold. You will be solely and entirely responsible for any and all taxes and/or other fees or obligations associated with the receipt of Partner's payment under this Agreement. 8. MODIFICATION We may modify any of the terms and conditions contained in this Agreement, with a fourteen (14) day written notice. Notification to you of any change by e-mail or posting of a change notice on EarlyMark and/or the Internet site of any designated Reporting Agent, at our sole option, shall be considered sufficient notice to you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or a new agreement on EarlyMark will constitute binding acceptance of the change. 9. TERM AND TERMINATION This Agreement shall commence upon our acceptance of your Program Application and shall continue until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party thirty (30) days written notice of termination. Written notice can be in the form of mail, e-mail or fax. You are only eligible to earn Commission Fees occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable in accordance with Section 7. If this Agreement is terminated because (i) you have violated the terms of this Agreement, or (ii) your Affiliate Site becomes subject to the Content Restrictions set forth in Section 3, you are not eligible to receive any commission payments, even for commissions earned prior to termination. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination or expiration of this Agreement for any reason, you shall immediately remove any EarlyMark Approved Links from your Affiliate Site. For any reservations made following the expiration or date of termination, We will not pay commissions on such. 10. REPRESENTATIONS AND WARRANTIES You represent and warrant to us that this Agreement has been duly and validly executed by you by virtue of you reading and understanding this agreement and continue your affiliate sign-up process and submitting to Us constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery, and performance by you of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons; and neither violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you. The representations and warranties in this Section 10 are continuous in nature and shall be deemed to have been given by you upon Our receipt of this Agreement signed by you and at each stage of performance hereunder. Affiliate also represents and warrants that during the term of this Agreement it shall not purchase, from search engines, the word "EarlyMark Behaviour Management System" or other EarlyMark related search terms that incorporate EarlyMark Behaviour Management System. These representations and warranties and covenants shall survive termination or expiration of this Agreement. 11. INDEMNIFICATION You hereby agree to indemnify, defend, and hold harmless us and our Affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' or other professionals' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of Your Marks infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or another proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your Affiliate Site including, without limitation, content therein not attributable to us or (iv) any actions based on your alleged violations of any applicable law or regulation. 12. DISCLAIMERS AND LIMITATION OF LIABILITY 12.1 We make no express or implied warranties or representations with respect to the Program or any service, product or other items sold through the Program, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information provided by us. In addition, we make no representation that the operation of EarlyMark will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. 12.2 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 AGGREGRATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT. 13. CONFIDENTIALITY; MEDIA COMMUNICATIONS 13.1 If you have entered into a Non-Disclosure Agreement with us, you agree that the terms of that agreement shall be deemed to be incorporated herein. If you have not entered into a Non-Disclosure Agreement with us, then you understand and agree that the following terms and conditions will apply to certain information that we may disclose to you as a result of your participation in the Program information that we consider to be confidential (the "Confidential Information"). For purposes of this Agreement, the term "Confidential Information", shall include, but not be limited to, the terms of this Agreement, any modifications to the terms and provisions of the Agreement made specifically for your Affiliate Site and not generally available to other members of the Program, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any members of the Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. 13.2 You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. 14. 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) engage in similar arrangements on terms that may differ from those contained in this agreement or operate Web sites that are similar to or compete with your affiliate 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. 15. GOVERNING LAW This Agreement will be governed by the laws of Australia and the State Queensland, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in the State of Queensland and you irrevocably consent to the jurisdiction of such courts. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, including expert witness fees. 16. ASSIGNABILITY 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 and enforceable against the parties and their respective successors and assigns. This Agreement is the complete Agreement between the parties and supersedes any prior oral or written agreement concerning the subject matter 17. NO WAIVER 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 a provision or any other provision of this Agreement.