Affiliate Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE "AFFILIATE") AND NETSKY PTY LTD (THE "COMPANY"). BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THIS AGREEMENT YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "I DO NOT ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, AND YOU WILL NOT HAVE THE OPPORTUNITY AT THIS TIME TO BECOME A MEMBER OF THE WWW>SHOPPINGTOWN>INFO AFFILIATE PROGRAM.

Overview

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions that apply to Affiliates in the shoppingtown.info Affiliate Program. Becoming an Affiliate allows you to establish HTML linking between your web site and the shoppingtown.info web site, subject to the terms and conditions of this Agreement. As used in this Agreement, "we," "us," and "our" will mean shoppingtown.info, and "you," "your," and "yours" will mean the Affiliate.

BECOMING AN AFFILIATE

Affiliate Agreement and Application:

If you become an Affiliate, you will be allowed to establish links from your web site to the shoppingtown.info Sites, pursuant to the terms of this Affiliate Agreement. To participate in the shoppingtown.info Affiliate Program and become an Affiliate of the Shoppingtown.info Site, you must read and accept the terms of this Affiliate Agreement. If you accept the terms of this Affiliate Agreement, you will then have the opportunity to fill out the Affiliate Application and submit it to us. We, in our sole discretion, may determine whether your site and any technology used by you to send us affiliate transactions (each, a "Program") would be a suitable affiliate site and will evaluate your application. Not all applicants will become affiliates and not all Programs will be approved. Shoppingtown.info, in its sole discretion, may deny any application for any reason, including applications for sites that contain content that could be classified as defamatory, harassing, harmful, obscene, racially objectionable, or unlawful. After our evaluation of your application, site and Programs we will notify you via email of our acceptance or rejection. We maintain the right, at any time during your participating in the shoppingtown.info Affiliate Program, to re-evaluate your site and any Programs used by you to send us transactions and may, in our sole discretion, reject any site and any Program for any reason. If, after initial approval of your application, you begin using any new site or Program, you will submit such site or Program to us for approval and shall not begin using such site or Program to send us transactions until such time as we notify you of our acceptance thereof.

YOUR RIGHTS AND OBLIGATIONS

Link to the Shoppingtown.info Site:

Upon acceptance into the shoppingtown.info Affiliate Program, you will have access to the Affiliate Interface located at https://secure.shoppingtown.info/cgi-bin/affiliate.At this site you will be able to download HTML code and graphics that we have made available for you to use in your web site, pursuant to the following Guidelines: a) You may use the HTML code and graphics provided by shoppingtown.info only to link shoppingtown.info site, , b) The HTML code we will make available to you provides special link formats for linking to web pages within the shopingtown.info.For commission fees to be properly tracked, recorded and earned, you must ensure that each of the pages used to link between your site or your Programs and our site have link correctly. It is your responsibility to inform us and submit urls if such pages are deleted or urls have been changed. However, you do not need to do so if the content of pages are changed.We will not be liable to you for any lost commissions resulting from your failure to use appropriate Links or to submit urls after changing or deleting referer pages on your site.You also agree that those graphic images that you display pertaining to the shoppingtown.info site, for use as a link or otherwise, will only be graphic images that we provide to you from the Affiliate Interface.If we update those graphics, you agree to immediately replace our old graphics with the new ones. We have the right, in our reasonable discretion, to monitor your site and Programs to ensure that your links to the shoppingtown.info site are appropriate.If we decide, in our sole discretion, that your links to the shoppingtown.info site are not appropriate, then we may either notify you of any changes that we feel should be made, or we may terminate this Agreement upon notice to you. If we notify you of changes we desire you to make to your site or Programs and such changes are not made immediately, then we may terminate this Agreement upon notice to you. You expressly agree to abide by all of the terms and conditions of use related to shoppingtown.info site, including the Affiliate Interface.

Update Your Site:

The shoppingtown.info site is updated frequently, and therefore, to maintain the consistency and accuracy between the shoppingtown.info site and our Affiliates sites, you agree to update the content on your site and any Programs on a regular basis. All such maintenance and updating of your site and Programs shall be at your sole cost and responsibility. We may monitor your site and Programs as we feel necessary to make sure that your site and Programs are up-to-date and to notify you of any updates to your site and/or Programs that we feel should be made. If we notify you of changes we desire you to make to your site and/or Programs and such changes are not made immediately, then we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to the shoppingtown.info site from your web site and Programs. You agree that You will be solely responsible for the development, operation and maintenance of Your websites and for all materials and information that appear on same.

Do Not Copy the Shoppingtown.info Site:

You agree that you will not copy, and that your site will not resemble distinctive and particular elements of our site. This includes, but is not limited to: graphics, design, organization, presentation, layout, user interface, navigation, trade dress, colors and stylistic convention. You agree that the total appearance and impression substantially formed by the combination, coordination and interaction of such distinctive and particular elements, and any derivative of these shall not create the impression that your site is our site or a part of our site.

Do Not Use Our Trademark:

As a condition to your acceptance and participation in the Program, you shall not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement:(a) Modify or alter the shoppingtown.info site in any way; (b) Make any representations, either express or implied, or create an appearance that a visitor to your Site is visiting the shoppingtown.info; e.g., "framing" the shoppingtown.info or (e) During the term of or after the expiration or termination of this Agreement, use any mark, name or domain name of any type which is confusingly similar to the shoppingtown.info marks, the shoppingtown.info site.Affiliates found in violation of this policy will be subject to termination following a single email warning.You agree not to undertake any advertising and/or marketing activities that may be misconstrued as having originated from shoppingtown.info. You shall in no way represent that You are in any way affiliated with shoppingtown.info other than is specifically provided for in this Agreement.

Do Not Send Unsolicited Emails:

You must adhere to federal Spam Act 2003 and any applicable state laws in regard to distributing emails, including all applicable privacy and data protection laws and regulations

Do Not Utilize Spyware

You agree not to use Spyware in any of your marketing activities, as shoppingtown.info considers Spyware to be a threat to consumer privacy. "Spyware" refers to types of marketing software programs that collect information about a consumer's Internet activities and share that information with a third party, often without the user's consent or knowledge. Spyware may gather personally identifiable information, such as e-mail addresses and credit card information, and may even alter personal computer settings.

Use of Adware

Any executable application that delivers advertising content or that is bundled with applications that deliver advertising content ("Adware") must be submitted to shoppingtown.info for review and testing prior to applying for the shoppingtown.info affiliate program. The shoppingtown.info reserves the right to periodically review all executable applications Adware for compliance. Any instance of non-compliance can result in immediate rejection or termination from the shoppingtown.info affiliate program. Affiliates offering Adware to consumers must consistently adhere to the following conditions:

• Obtain affirmative consent from the consumer to download an Adware program onto the consumer's computer. Offering companies must provide a clear and prominent explanation that the program will deliver advertisements once it is installed, as well as any other information important for consumers to know;
• Provide consumers with an easy-to-find, easy-to-understand, and easy-to-use means to un-install the Adware application at any time they choose; and
• Conspicuously identify the creator/source of the Adware application in all download offers and resulting marketing communications, including pop-ups.

You Will Be Given a Password to Access Specific Affiliate Information:

If you become a member of the Affiliate Program, you will be given a password so that you may enter our secure Affiliate Interface, located at https://secure.shoppingtown.info/cgi-bin/referer. From this you will be able to receive your sales statistics, reports, and other information, as well as the graphics and HTML code that enable you to create links from your web site or Programs to ours. Your commission points will be based on the reports you may access at the Affiliate Interface. You agree that such reports will be the final, determinative measurement of the commission points for which commissions will be calculated.

Shoppingtown.info'S RIGHTS AND OBLIGATIONS

Shoppingtown.info may monitor your site and Programs:

You agree that we have the right to monitor your site and Programs at any time and from time to time to determine if you are following the terms and conditions of this Agreement. If you are not following the terms and conditions of this Agreement, we may, in our sole discretion (i) require you to modify your site and/or Programs to comply with this Agreement or (ii) terminate this Agreement.

Trademarks and Logos:

During the term of this Agreement, shoppingtown.info grants to you a non-exclusive, non-transferable, worldwide right and license to (I) access our site through the HTML links, subject to the terms of this Agreement and (ii) use our logo, trade names and trademarks provided to you by shoppingtown.info solely in connection with your display of such links. You will remove the shoppingtown.info marks from your web site and Programs upon termination of this Agreement. During the term of this Agreement, you grant to shoppingtown.info a non-exclusive, non-transferable, worldwide right and license to use your logos, trade names, and trademarks ("your Marks") on the shoppingtown.info in a listing of Affiliates; provided that we shall not be required to include your Marks in any such listing. We will remove your marks from such listing upon termination of this Agreement. All shoppingtown.info marks or other words or symbols identifying shoppingtown.info and its services are and will remain the exclusive property of shoppingtown.info. You will not create, register, purchase, or obtain, (or attempt to do any of the foregoing) directly or indirectly, any trademark, service mark, trade name, company name, internet domain name, search engine listing, directory listing, metatag, name that redirects traffic to your site, or other proprietary or commercial right that is identical or confusingly similar (including variations and misspellings) to the shoppingtown marks ("Similar Marks") or to any logo, trade name or trademark of any company that is under the same ultimate ownership as shoppingtown.info. You acknowledge that any such action would be made with the intent to confuse consumers as to the source, location, and sponsorship of the shoppingtown.info services, and will constitute infringement of the shoppingtown.info marks. If you breach this paragraph, we will have the right to immediately terminate your participation in the shoppingtown.info Affiliate Program and pursue all other remedies available against you under contract and law.

Shoppingtown.info May Modify this Agreement:

We may modify the terms and conditions of this Agreement, at any time in our sole discretion. You will be notified by email and posting of a change notice on the Shoppingtown.info Affiliate Program Terms and Conditions within the Affiliate Interface. Modifications may include, but are not limited to, changes in the scope of commission fees, payment procedures and the Shoppingtown Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU MAY TERMINATE THIS AGREEMENT AS YOUR SOLE RECOURSE. IF YOU CONTINUE TO PARTICPATE IN THE SHOPPINGTOWN.INFO AFFILIATE PROGRAM FOLLOWING POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE SHOPPINGTOWN.INFO SITE, YOU WILL BE DEEMED TO HAVE ACCEPTED SUCH MODIFICATIONS.

TERM AND TERMINATION

Starting Date of this Agreement:

This Agreement will begin on the date we notify you of our acceptance of your Affiliate Application, site and Programs.

Termination:

Either party may terminate this Agreement at any time, with our without cause, by notifying the other party in writing by mail, email or fax.

What happens when the Agreement Terminates:

If this Agreement terminates because you have violated the terms of this Agreement, you will not be eligible to receive any payments, including any payments earned prior to termination. Upon termination for any reason, you shall immediately remove any Links from your web site and Programs and all licenses granted hereunder shall terminate.

OWNERSHIP OF SHOPPINGTOWN.INFO SITE AND USER INFORMATION

Shoppingtown.info Site:

Shoppingtown.info owns all intellectual property rights (including, without limitation, all copyrights, patents, trademarks and trade secrets) in connection with and in all version of the shoppingtown.info site.

User Information:

You agree that customers who shop through the Shoppingtown.info Affiliate Program ("Users") will be considered customers of shoppingtown.info and shoppingtown.info will own all information generated by such Users. You agree that all shoppingtown.info rules, policies and operating procedures (including but not limited to policies relating to User personal identification information, customer orders and customer service) will apply to such Users. Shoppingtown.info reserves the right to change such rules, policies and operating procedures at any time.

COMMISSIONS

Shoppingtown.info will give a percentage of the commission generated by client's sales to you as points. If have right to use these points for goods or services in the shoppingtown.info or pay you in the account required and specified by you. However you may need to pay amount of service fee to do this process if required.

The Shoppingtown.info Affiliate Program will track purchases from your Programs; only purchases that are tracked by the Shoppingtown.info Affiliate Program Tracking System will be paid. Under the currently used technology, shoppingtown.info places a cookie on the customer's computer as he/she is delivered from your link to the shoppingtown.info site, to identify your website as the delivering source. Commissions will be paid for purchases occurring within 180 days from the User initially clicking on the Link. Commission points will be credited to the last cookie placed. Shoppingtown.info will not pay commission points for purchases involving fraudulent activity or from any site or Program that was not specifically approved by shoppingtown.info and shoppingtown.info has the right to deny payment if it discovers such activity. You shall not be entitled to payment in the event that: (i) a purchase is offset, canceled, refunded, rebated, reduced, charged back or there is a similar deduction or allowance made to the purchase or Merchant has not received payment in full therefore from a customer (credit card authorization is pending, denied, disputed or otherwise); (ii) a customer cannot be tracked through the Link, an error or omission exists due to underlying data or to any intentional or inadvertent deletion or disablement by You of any tracking code, technology, the Link or otherwise, or the customer does not complete the transaction via the Link made available to You; or (iii) any payment to You is returned as undeliverable. In the event that any payment is submitted to You to which You are not entitled, You agree to provide a full and prompt refund.

Payment:

All commission points or payments will be issued once a month, Australian Dollars (AUD), when You sign up. Shoppingtown.info will add points in your accounts. When your points reach the certain amount, if you request, we can provide payment via Direct Deposit. Minimum threshold for Direct Deposit is $500 for AUD. Commissions on sale are payable on each purchase. A is classified as 'sold' 30 days after the date seller pays the commission. The commission is then validated and appears in Your reporting area.

Example: when Partner sends client who place an order on the date of June 12 and we collect the commissions from seller on the date of June 25, Partner's final commission points for this order will appear in the reporting area on July 25 . The commission points can be used on July 25. However, the commission will be payable from August 15 because payment date is in the middle of each month .

Commission for each client sale is then payable in the middle of every month, as long as the commission level is above the minimum payment threshold - as per Clause 5.2.

You shall be responsible for any tax component set forth on such invoice. Each party acknowledges they are registered for GST when entering the Agreement and will notify the other party if they cease to be registered for GST (Australian partners only). If You do not pay the amount of such tax by the due date required by shoppingtown.info, then in addition You must pay shoppingtown.info interest on the amount outstanding from the due date until paid at the same rate from time to time as is payable by a taxpayer to the Commissioner of Taxation on overdue GST in Australia. If you dispute the content of any report provided hereunder, you shall notify shoppingtown.info, in writing, within ten (10) days following the end of such disputed month, after which time such report, and any payment related thereto, shall be deemed final and correct and uncontestable. Any dispute between shoppingtown.info and you regarding such report shall be investigated and resolved by and between shoppingtown.info and you.

Shoppingtown.info will keep an audit of all transactions subject to this Agreement. Shoppingtown.info will provide You with an account summary. You will also have access to payment reports, which will display the estimated amount earned and payment history.

PROMOTIONAL OFFERS

From time to time, shoppingtown.info may make available to you, through email, at shoppingtown.info's sole discretion, a unique promotion code or coupon to be offered exclusively to your members (the "Offer"). The Offer will come with offer-specific terms and conditions (the "Offer Terms and Conditions"). You represent and warrant that you will provide the Offer Terms and Conditions within one click of the Offer. At any time upon notice to you, shoppingtown.info may, in its sole discretion, (i) change the Offer, including replace the unique promotional code or coupon, (ii) establish a cap on the number of times a unique promotional code or coupon may be used, and (iii) change the Offer Terms and Conditions. shoppingtown.info shall own all rights, title and interest to the Offer and Offer Terms and Conditions. You shall not edit, change or alter the Offer or Offer Terms and Conditions in any manner without shoppingtown.info's prior written approval. The licenses and restrictions to the shoppingtown.info marks in this Agreement shall apply to the Offer and the Offer Terms and Conditions, provided that such license to the Offer and the Offer Terms and Conditions shall terminate upon termination of the Offer.

OTHER IMPORTANT TERMS

Confidentiality:

Except with the consent of the other party, each party agrees that all information concerning the other party, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, will remain confidential and will not be utilized, directly or indirectly, by such party for any purpose except and to the extent (a) necessary to complete obligations under this Agreement or (b) that any such information is known or available to the public through a source or sources other than such party or any affiliate of such party.

Disclaimer:

WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE SHOPPINGTOWN.INFO SITE OR ITS PERFORMANCE, AVAILABILITY OR FUNCTIONALITY. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT FROM SHOPPINGTOWN.INFO ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY 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. WE MAKE NO EXPRESS OR IMPLIED WARANTY AS TO WHETHER THE SHOPPINGTOWN.INFO AFFILIATE PROGRAM IS APPROPRIATE FOR YOUR CIRCUMSTANCES NOR DO WE MAKE ANY EXPRESS OR IMPLIED WARRANTY AS TO THE LEVEL OF COMMISSIONS, IF ANY, LIKELY TO BE EARNED THROUGH PARTICIPATION IN THE SHOPPINGTOWN.INFO AFFILIATE PROGRAM

Representations and Warranties:

You represent and warrant that a) you are not an Ineligible Party b) you are the sole and exclusive owner of your Marks and have the right to grant to shoppingtown.info the license to use them as described in this Agreement c) your web site and Programs are in compliance with all applicable laws and regulations and do not contain any material that is fraudulent, defamatory or obscene d) you, if you are a company, are duly organized, validly existing and in good standing, and are qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out your obligations under this Agreement e) your execution, delivery and performance of this Agreement will not violate or constitute a default under any agreement to which you are a party f) you have the legal capacity and power to execute, deliver and perform this Agreement g) this Agreement has been duly and validly executed and delivered by you by clicking on the "I Accept" button at the end of this Agreement and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms h) you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party i) you have sufficient right, title, and interest in and to your materials to grant the rights granted to us in this Agreement j) there is no pending, or to the best of your knowledge, threatened claim, action or proceeding against you, or any affiliate of yours, with respect to your execution, delivery or performance of this Agreement, or with respect to the materials you will deliver under this Agreement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding. These representations and warranties survive termination or expiration of this Agreement.

Limitations of Liability:

WE WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL SHOPPINGTOWN.INFO'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES ACTUALLY PAID TO YOU UNDER THIS AGREEMENT.

Indemnification:

You agree to indemnify, defend and hold harmless shoppingtown.info and its employees, representatives, agents and corporate affiliates (each, an "Indemnified Party"), against any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or arising from any claim (i) that the use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property or other right of any third party, (ii) resulting from your breach of this Agreement, or (iii) related to your web site or Programs, including, without limitation, content therein not attributable to us. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action, or proceeding.

Miscellaneous:

a)Each party will at all times be deemed to be an independent contractor with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship b)You may not assign your rights or obligations under this Agreement to any party c)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 we may operate web sites that are similar to or compete with your web site and Programs d)You have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from us or anyone else, other than as expressly set forth in this Agreement e)THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW SOUTH WALES AND YOU CONSENT TO THE EXCLUSIVE JURISDICTION IN THE STATE AND/OR FEDERAL COURTS LOCATED IN NEW SOUTH WALES IN ANY DISPUTE INVOLVING THIS AGREEMENT f)Except as otherwise permitted by this Agreement, no amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both you and us. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default g)This Agreement represents the entire agreement between shoppingtown.info and you and supersedes all prior agreements and communications we may have had with respect to the subject matter hereof, oral or written h)Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party i)If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein j)The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the terms of this Agreement.