Direct Marketing Dynamics, Inc./Partnerific.com Affiliate Partner Program and Agent Referral Program Operating Agreement (“Partnerific Program”) (revised 12/6/02)

This contract and the referred materials contain the complete terms and conditions that apply to an individual or entity's participation in The Partnerific Affiliate Program (the "Program"). This Agreement is made and entered into between and among Direct Marketing Dynamics, Inc. DBA Partnerific.com, a Maryland corporation ("Partnerific") and you. As used in this Agreement, "we/us/our" means Partnerific and "you" means the applicant or Program Participant. "Site" means a World Wide Web site.

1. ENROLLMENT IN THE PROGRAM

To begin the enrollment process, you need to submit a complete Program application ("Application"). This Application can be found at registration. We will evaluate your application in good faith and one of us will notify you of your acceptance or rejection. We may reject your application for any reason whatsoever, including, but not limited to our determination (in our sole discretion) that your Site is unsuitable for the Program. A suitable site is one that attracts persons in our “Primary Target Group”, defined as businesspeople interested in affiliate program recruitment services for their existing or contemplated affiliate program. Under no circumstances will we accept Sites that: (a) promote hate or violence; (b) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (c) promote illegal activities; (d) infringe intellectual property rights of ours or any third party or otherwise violate the rights of any third party; (e) contain in our sole judgment material that is defamatory, fraudulent, or harassing to us or any third party; or (f) promote the use of any pyramid or similar schemes.

Once we accept your application, we will provide you with access to our "Affiliate Administration Site".

2. ADVERTISEMENTS

You may elect to promote the Program through any of the following channels, i.e. your Site, your opt-in subscriber emails, bulletin boards and other public arenas that attract our Primary Target Group. You may select any one or more or our “Sales Support Materials”, i.e. graphical banners, hyperlinked text, supportive content and other graphics offered on the Affiliate Administration Site in order to advertise our services and generate referrals. You may change the selection of your featured Sales Support Materials at any time, without our approval. Your featured Sales Support Materials may be a single item or combination of several items. The content, style and placement of these words and images will be your sole responsibility and within your sole discretion provided that you comply with the terms of this Agreement. You may not modify any of our Advertisements, content, tools, text, trademarks, logos or any of our images (collectively "Images") in any way without our approval. In order to seek approval for such modifications, email partners@Partnerific.com.

If you choose to e-mail our content and “Links”, you may do so only to your opt-in subscriber lists. You may not, under any circumstances, advertise us in e-mails that are delivered to persons who have not expressly given you permission to send them e-mails, i.e. NO SPAMMING. You must include an "opt-out" or un-subscribe option within each email you send out that includes our content and links. Violation of these conditions will result in immediate termination of your affiliate account and you will forfeit any pending commissions.

We will provide an electronic Link to the Partnerific Site which contains your unique “Tracking ID” with our Sales Support Materials. It is your sole responsibility to set up and maintain the electronic Links connecting your Site to the appropriate page on the Partnerific Site designated for that particular Sales Support Material, and ensure that the electronic Links are in good and working order.

You acknowledge and agree that (i) the Sales Support Materials provided to you by us for promotion purposes may include Partnerific' trade name, trademark, service mark and/or logo ("Partnerific Brand Features"), (ii) you have no right to alter or modify such Partnerific Brand Features (iii) you will not use or display the Partnerific Brand Features or any of the other Images in any manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of Partnerific or the goodwill associated with the Partnerific Brand Features.

3. PROCESSING REFERRAL BUSINESS ACTIVITY

We will process Requests for Proposals “RFPs” placed by business prospects who follow any Links from your Site to the Partnerific Site (“Referrals”). We reserve the right to reject RFP’s referred to us by persons who are not “Valid Prospects”. A Valid Prospect/Referral is defined as a merchant/advertiser who is currently conducting actual “E-Commerce” (sells and completes transactions for their products or services through their Site) and they are currently generating a minimum of $10,000 in monthly E-Commerce (Sales through their Site). A Valid Prospect has completed the RFP Form completely and accurately.

Partnerific will be responsible for all aspects of fulfilling RFPs. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your and our Site are properly formatted. All HTML tags are to be generated using the special HTML tags provided by us and are not to be altered in any manner. We will not be responsible for tracking and reporting sales that were not made through a Link formatted to our specifications.

4. REFERRAL FEES & TRACKING

We will pay you Referral Fees as defined below:

Partnerific will pay you a Referral Fee equal to $50.00 for each Valid Prospect you Refer who purchases our services for a minimum of one month, i.e. pays us our start-up fee (currently set at $250), plus one monthly fee (currently set at $495).

For your Referral to generate a Referral Fee, they must follow a Link (in the format specified by us) from your Site, e-mail promotion, etc. to the Partnerific Site. Partnerific also pays Referral fees on sales that are subsequently submitted after the Referral has reentered the Partnerific Site (other than through a Link from your Site), so long as the Referral previously followed a Link from your Site to the Partnerific Site within the past 90 days and that customer has not since followed another Affiliate link. This is known as Return Day cookies and your Return Day cookie may be 'overwritten' if the customer clicks on another affiliate's links after clicking your links.

If your Referral comes to our Site and submits an RFP and is determined to be a Valid Prospect, your Affiliate ID then becomes associated with this Prospect and becomes your Referral for a period of one year. Should your Referral become a Partnerific client, a process/transaction which typically takes place “Off-Line”, it is the responsibility of Partnerific to accurately track your association with this Referral. Therefore, if your Referral contracts Partnerific services in the future and through any contact channel, including, but not limited to telephone, you will be credited with and paid the applicable Referral Fee(s).

At our sole discretion, we may establish other special Referral Fees with respect to certain promotions.

5. FEE SCHEDULE

We will pay you Referral Fees on a calendar monthly basis, so long as your Referral Fees total $50 or more. Referral fees are carried over to subsequent months until this minimum threshold is reached. Within thirty (30) days following the end of each calendar month, we (or our authorized agent) will send you a check (or will remit funds through some other method, e.g. electronic transfer to your bank account, via PayPal, etc.) for the Referral Fees earned on Valid Prospects that were collected by Partnerific during that month.

6. YOUR PARTICIPATION IN THE PARTNERIFIC AFFILIATE PROGRAM

Implied by the entering into this Agreement, is your obligation to participate in our Affiliate Program by placing our Advertisements on your Site and/or in your subscriber e-mails. Non-participation may result in our terminating you as an Affiliate as described in Sections 7 and 8.

7. LIMITED LICENSE

Partnerific grants you a limited, nonexclusive, non-transferable, world-wide revocable right to use the Advertising Section 2 and such other Advertisements and Images for which Partnerific grants express written permission, solely for the purpose of identifying your Site as a Program participant and to assist in generating the sale of Partnerific’ services. You may not modify any Advertisement, content, tool, text, trademark, or any of our Images in any way without first gaining approval/permission from Partnerific. Partnerific reserves all rights in association with Advertisements, the messages, any other images, trade names and trademarks, and all other intellectual property rights. Partnerific may immediately revoke your license at any time and for any reason upon giving you oral, written or electronic notice.

You hereby acknowledge and agree that Partnerific will own all right title and interest in and to all information that is created or collected in connection with this Agreement, including, without limitation, (i) any contact information collected from any Partnerific Customer who enters Partnerific' Site from a link from your Site ("Affiliate Customers") and (ii) any information regarding click-thru rates or product purchase by Affiliate Customers ("Sales Information").
Subject to the terms and conditions of this Agreement, Partnerific grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without Partnerific' prior written approval.

8. 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, including, but not limited to the technical operation of your Site and all related equipment; posting Advertisements on your Site and linking those Advertisements to our Site; the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials); ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights) ensuring that materials posted on your Site are not libelous, violate any provision of this Agreement or otherwise illegal or unlawful.

We disclaim all liability for the matters stated in this Section 8. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the content development, operation, maintenance, and contents of your Site or any breach of your obligations under this agreement.

9. 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 Partnerific may terminate this Agreement at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination. You are only eligible to earn Referral Fees on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We and the Manager may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, (i) all licenses hereunder shall terminate, (ii) you shall immediately remove any Links, Advertisements, Search Boxes, or any other Partnerific intellectual property or Partnerific Brand Features from your Site and (iii) section 14, 15, and 20 and this section will survive such termination.

We reserve the right to immediately terminate your participation in the Partnerific Affiliate Program and you will forfeit any pending commissions for any breach of this contract including engaging in fraudulent activities.

10. 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 Affiliate Administration Site. Modifications may include, but are not limited to, changes in Referral Fees, 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 AFFILIATE ADMINISTRATION SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

11. RELATIONSHIP OF PARTIES

You and Partnerific 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.

12. LIMITATION OF LIABILITY

Partnerific will be liable to you or any other person or entity for any special, indirect, consequential or exemplary damages (including, without limitation any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we or any of our representatives 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 Referral Fees paid or payable to you under this Agreement. All claims made hereunder by you against us shall be made within ninety (90) days of the act or omission, which forms the basis of such claims.

13. DISCLAIMERS

We make no express or implied warranties or representations with respect to the Program or any services sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Partnerific Affiliate Administration Site, Partnerific' Site, or any other Site sponsored by us in connection with this Agreement will be uninterrupted or error-free, and we and the Manager will not be liable for the consequences of any interruptions or errors or termination of any services, products or this Agreement.

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) 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 EXPLICITLY SET FORTH IN THIS AGREEMENT.

15. IDENTIFICATION OF AFFILIATES

We may identify you or your Site as a participant in the Program without providing you prior notice or obtaining your specific written consent. Such identification may be oral, written, or electronic, and may include, but is not limited to, public announcements, promotional materials, internal and external reports, and public filings.

16. NON-ASSIGNMENT AND SUCCESSORS

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.

17. SCOPE OF AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties.

18. MISCELLANEOUS

This Agreement will be governed by the laws of the United States and the state of Maryland 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 Montgomery County, Maryland - and you irrevocably consent to the jurisdiction of such courts. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

As used herein, certain capitalized words (or any variation thereof) shall have the meaning as herein provided. Any conflict between said capitalized words and any other meaning shall be resolved as herein provided. Unless otherwise stated above, all notices and other communications required or permitted hereunder shall be in writing and shall be delivered personally or transmitted by e-mail to Partnerific at partners@Partnerific.com, or by facsimile to (301) 515-0404 or by United States mail to Direct Marketing Dynamics, Inc., 18633 Village Fountain Drive, Germantown, MD 20874, or if to you, at the e-mail address designated on your Application.

If the person entering into this Agreement is acting on behalf of his or her company or organization, such person hereby represents to Partnerific and the Manager that he or she has all requisite power and authority to enter into this Agreement on behalf of such company or organization, that this Agreement has been duly authorized by such company or organization and that this Agreement will constitute a legal, valid, an binding obligation of such company or organization. Such person hereby agrees to indemnify and hold harmless Partnerific from any and all claims, damages and expense (including without limitation attorney's fees) arising from any breach of this section.