Terms and Conditions for the WebsiteDirect Reseller Program

This is a legal and binding Agreement between you and WebsiteDirect. By submitting the online application, you agree that you have read and understood the terms and conditions of this Agreement and that you agree to be legally responsible for each and every term and condition.

1. Overview
This Agreement contains the complete terms and conditions that apply to your becoming an affiliate in WebsiteDirect's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your website and WebsiteDirect's website. Please note that throughout this Agreement, "we," "us," and "our" will mean WebsiteDirect, and "you," "your," and "yours" will mean the Affiliate.

2. Enrollment in the Program
To begin the enrollment process, you will complete and submit the online application. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:

• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• otherwise violate intellectual property rights

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 at anytime.

3. Affiliate Obligations

3.1. As a member of WebsiteDirect's Affiliate Program, you will have access to the WebsiteDirect Affiliate Management Center. At this site you will be able to download HTML code (which provides for links to web pages within the WebsiteDirect website) and graphics ("Links") that we have made available for use in your website ("Site"). You are allowed to link only 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.

3.2. Additionally, only WebsiteDirect's HTML forms may be used for registration and login to the WebsiteDirect service. WebsiteDirect reserves the right, at any time, to review your placement and approve the use of your Links and require that you change the placement or use to comply with the guidelines provided to you.

3.3. You agree to fully cooperate with us in order to establish and maintain any links between the WebsiteDirect site and your site. You also agree that those graphic images that you display pertaining to WebsiteDirect, for use as a link or otherwise, will only be graphic images that we provide you from the WebsiteDirect Affiliate Member Center. If we update those graphics, you will need to replace our old graphics with the new ones, or we will replace them for you.

3.4. The maintenance and the updating of your site will be your responsibility. Because you are a member of WebsiteDirect's Affiliate Program and the information within WebsiteDirect is updated often, it will be necessary for you to update the content of your site on a regular basis to maintain consistency and accuracy between the WebsiteDirect site and your site. We may monitor your site as we feel necessary to make sure that your site is up to date and to notify you of any changes to your site that we feel should be made.

3.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be in a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.

4. WebsiteDirect Rights and Obligations

4.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made or to make sure that your links to our website are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Affiliate Program.

4.2. WebsiteDirect reserves the right to terminate this Agreement and your participation in the WebsiteDirect Affiliate Program immediately and without notice to you should you commit fraud in your use of the Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, WebsiteDirect shall not be liable to you for any Referral Fees for such fraudulent referrals.

4.3. End users who purchase one of three "WebsiteDirect Services," defined as WebsiteDirect Standard, WebsiteDirect Premium, or WebsiteDirect E-Commerce, through WebsiteDirect's Affiliate Program will be considered Subscribers of WebsiteDirect ("Subscribers"). All our rules, policies, and operating procedures will apply to those Subscribers. We may change our policies and operating procedures at any time.

4.4. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

5. Termination
Either you or we may end this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email, or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

6. Modification
We may modify any of the terms and conditions in this Agreement at any time in our sole discretion. In such event you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and WebsiteDirect's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in WebsiteDirect's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

7. Referral Fees
For every new end user who enters the WebsiteDirect Service and becomes a Subscriber by purchasing one of the three WebsiteDirect Services through your Links from your Site (a "Qualified Account"), WebsiteDirect will pay you a one-time fee of 30% of the setup fee for every Qualified Account plus 10% of the monthly subscription fee during the active duration of this qualified account for up to a period of 12 months, as long as the account is in good standing. Accounts exclude all previous Subscribers of the WebsiteDirect Service, and do not include any new end user who registers for a 10-day free trial but does not purchase one of the WebsiteDirect Services. WebsiteDirect maintains the right to change the Referral Fees at any time.

When somebody visits our site from yours, they will receive our cookies. We track your referrals; if they return at a later time, their browser shows us these cookies and you will be credited for the referral

8. Payment
Commissions are paid once per month for sales made the previous month. All checks will be sent approximately forty-five (45) days following the end of the calendar month for each referral that occurred during that calendar month. You must have an account balance of at least $50.00 USD for a check to be issued. If your account balance is less than $50.00 USD, it will carry over each month until your account balance reaches $50.00 USD. Once this occurs, a report of your monthly activity will be sent to you by email each month. If your account has no activity, a report will not be sent.

9. Access to Affiliate Management Center
You will be given a password so that you may enter the WebsiteDirect Affiliate Management Center. From this site you will be able to access WebsiteDirect banners and links, and view reports that describe your monthly earnings and payment history.

10. Promotion Restrictions
You are welcome to promote your own websites, but naturally any promotions that mention the WebsiteDirect Service could be perceived by the public or the press as a joint effort. Certain forms of advertising are always prohibited by WebsiteDirect. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our brand name. You may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote the WebsiteDirect Service so long as the recipients are already a customers or subscribers of your services, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote the WebsiteDirect Service so long as the newsgroup specifically welcomes commercial messages. You must always clearly represent yourself and your websites as independent from WebsiteDirect. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the WebsiteDirect Affiliate Program.

11. Grant of Licenses

11.1. We grant to you a nonexclusive, nontransferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you for such purpose. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of WebsiteDirect's Affiliate Program. All uses of Licensed Materials by you shall be subject to the WebsiteDirect trademark usage guidelines as will be provided to you from time to time. You agree that all uses of the Licensed Materials will be on behalf of WebsiteDirect and the goodwill associated therewith.

11.2. You grant to us a nonexclusive right to utilize your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner our rights under this Agreement. However, WebsiteDirect is under no obligation to so advertise, market, promote, or publicize.

11.3. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights, and no right, title, or interest is transferred to the other.

12. Disclaimer
WEBSITEDIRECT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE WEBSITEDIRECT SERVICE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES OF WEBSITEDIRECT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.

13. Representations and Warranties
You represent and warrant that:

13.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

13.2. 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;

13.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

14. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU 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 SHALL WEBSITEDIRECT'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 PAID TO YOU UNDER THIS AGREEMENT.

15. Indemnification
You agree to indemnify and hold harmless WebsiteDirect and its employees, representatives, agents, and affiliates against any and all claims, suits, actions, or other proceedings brought against WebsiteDirect based on or arising from any claim (i) that our use of any material provided by you infringes on any copyright, patent, trademark, trade secret, or any other intellectual property right of any third party, or (ii) resulting from your breach of this Agreement or resulting from your breach of any third-party intellectual property right or misappropriation of any material, or resulting from any defamatory, libelous act by you, or resulting from your violation of any third-party right of publicity or privacy. 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 WebsiteDirect in connection with or arising from any such claim, suit, action, or proceeding.

16. 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 that 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 the express written permission of the disclosing party.

17. Miscellaneous

17.1. 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 WebsiteDirect. 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.

17.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

17.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof.

17.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

17.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

17.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

17.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Agreement shall have full force and effect.