The Referral Program Operation Agreement This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Arptonsoft LLC Referral Program (the "Program"). As used in this Agreement, "We" means Arptonsoft LLC, and "You" means the applicant. "Program" means the Arptonsoft LLC Referral Program. "Application" means a Referral Program Application. "Referrer" means an individual or entity, participating in our Referral Program "Sub-Affiliate" means an individual or entity signed up in our Referral Program by you, or joining our Referral Program by using your Referrer URL. "Commissions" means your reward for all orders that were placed and paid in full by the customers who visited our web site using your Referral URL. "Bonuses" means your reward for all orders that were placed and paid in full by the customers who visited our web site using Referral URLs of your Sub-Affiliates. "Web site" means a World Wide Web site and, depending on the context, refers either to Arptonsoft LLC's Web site located at the URL http://www.arptonsoft.com. Web site that you will link to Arptonsoft LLC's Web site. Web site that your customers will order from Arptonsoft LLC. Joining The Program All you need to join our Program is to provide us with your information by completing Referral Program Application via our Web site. We will evaluate your Application in good faith and will notify you of your acceptance or rejection. You will receive our confirmation by e-mail with your Referrer ID and Password, that you will use to login to your personal Referrer Panel. Rejection We may only reject your Application if we determine (at our sole discretion) that you represent a Web site which is unsuitable for the Program. Unsuitable sites include those that: Promote violence. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. Promote illegal activities. Include "Arptonsoft LLC" or variations or misspellings thereof in their domain names. 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 Web site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Restrictions You may not: (a) Use all existing or future software products and services (including without limitation any computer programming code that is an add-on or bundled with any browser or other host application) that will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner the Web user's access, view or usage of, or other aspect of the Web user's experience at any Arptonsoft LLC Affiliate Web sites in a manner that causes or otherwise results in a different experience from what was otherwise intended by Arptonsoft LLC Affiliates; (b) Use all existing or future software products and services that will block, alter, direct, redirect, substitute, insert, append itself to, or otherwise intercept or interfere in any manner with any click through or other traffic-based transaction that originated from Arptonsoft LLC Affiliates with the result of reducing any compensation or other payment earned by or owing to Arptonsoft LLC Affiliates. (c) In addition, you may not purchase, register, or bid any keywords, search terms or other identifiers that include the word "Arptonsoft LLC" or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement. Links to Our Web site We will provide you with a personal Referrer URL to use in linking to our home page. You will earn commission fees with respect to all product purchases on our Web site made by all visitors who use that Referrer URL. To permit accurate tracking, reporting, and commission fee accrual, you must ensure that each of the links to our Web site contains your Referrer ID. You will only earn commission fees with respect to activity on our Web site occurring directly through your Referrer URL. We will not be liable to you with respect to any failure by you to use proper Referrer URL format, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement. Order Processing We will process all orders placed by customers who visit our Web site using your Referrer URL. We will be responsible for all aspects of order processing and fulfillment. We will track sales made to customers who purchase our products and services using your Referrer URL and will make available to you reports summarizing this sales activity. Commission Fees Each time you refer customers to Arptonsoft LLC and they complete a purchase, you earn 10% commission on that sale. If the visitor does not purchase immediately, but does it later, we still credit you with the sale. After you earn your first $1000 in your own commissions, your commissions will increase to 12.5% on all your future orders. For a sale to be eligible to earn a commission fee, the customer must follow your Referrer URL to our Web site, select and purchase the product or service using our automated ordering system, and remit full payment to us. We will pay you commission fees on a monthly basis. 30 days following the end of each calendar month, we will send you a check for the commission fees and bonuses earned on your sales of our products and services that were completed and paid in full during that month, less any taxes that we are required by law to withhold (if any). However, for International Referrers, we will hold those commission fees until the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated. Recruiting of sub-Affiliates Arptonsoft LLC will also pay you commission on sales made by all sub-Affiliates you recruit in our Referral Program. Any person who visits our web site using your Referrer URL and joins our Referral Program becomes your sub-Affiliate automatically. You can manually sign-up any person as your sub-Affiliate by filling up a Referral Program Application on behalf of that person. You can do that from your personal Referrer Panel. For each sub-Affiliate you recruit, you will earn a Bonus equal to 40% of all amounts received by your sub-Affiliate from all sales made using his Referrer URL. After your sub-Affiliate earns his first $1000, your Bonuses for that sub-Affiliate will increase to 50% of his commissions on all his future orders. Identifying Yourself As An Referrer We will make available to you a sample of the business card that identifies your as a Program participant and contains your Referrer URL. You can order any number of similar cards in any place of your choice and distribute them without limitations. Choose your own design, just make sure that your cards contain your Referrer URL. Any person who visit our web site using your Referrer URL printed on the card, automatically becomes your client for life. Additionally, if that person joins our Referral Program he also becomes your sub-Affiliate for life. However, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement. Responsibility For Your Web site You will be solely responsible for the development, operation, and maintenance of your Web site and for all materials that appear on your Web site. For example, you will be solely responsible for: The technical operation of your Web site and all related equipment. Creating and posting Product descriptions on your Web site and linking those descriptions to our catalog. The accuracy and appropriateness of materials posted on your Web site (including, among other things, all Product-related materials). Ensuring that materials posted on your Web site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights). Ensuring that materials posted on your Web site are not libelous or otherwise illegal. Term Of The Agreement The term of this Agreement will begin upon our acceptance of your Referral Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commission fees on our sales occurring during the term, and commission fees earned through the date of termination will remain payable only if the related orders are completed and paid in full. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new Agreement on our Web site. Modifications may include, for example, changes in the scope of available commission fees, commission fee schedules, payment procedures, and Program rules. In the event of substantive changes to the terms of this Agreement, you will be contacted by E-mail. Substantive changes include changes in the commission rates, commission schedule, and bonus rates for sub-Affiliates you recruit. 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 Web site will constitute binding acceptance of the change. Relationship Of Parties You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Web site or otherwise, that reasonably would contradict anything in this Section. Customers who buy products and services through this Program will be deemed to be customers of Arptonsoft LLC. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our pricing policies and operating procedures at any time. Limitation Of Liability We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commission fees paid or payable to you under this Agreement. You hereby agree to indemnify and hold harmless Arptonsoft LLC and its subsidiaries and 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' 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 (a) any claim that our use of the Affiliates Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your Web site, including, without limitation, content therein not attributable to us. Disclaimers We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, 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 our Web site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR Web site. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. Miscellaneous This Agreement will be governed by the laws of the United States and the state of New Jersey, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts, and you irrevocably consent to the jurisdiction of such courts. 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 enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Rules Regarding Referrers Communications And Promotion The following rules apply to any press release or other communication that you may want to issue in connection with your participation in the Arptonsoft LLC Referral Program, as well as to any other promotion of your Web site, press releases and other communications (including all communications on your web site or via other media. Any communication must accurately identify that you are participating in the Arptonsoft LLC Referral Program. Any communication must clearly and accurately describe the nature of your participation in the Arptonsoft LLC communication must not create confusion or misrepresent the nature of your or any other participant's participation in the Arptonsoft LLC Referral Program. You may, without our prior consent, say the following in any communication: that you have become an Arptonsoft LLC Referrer, and/or that you have joined or become a member of the Arptonsoft LLC Referral Program. You must obtain our prior written consent to use any other description of your participation in the Arptonsoft LLC Referral Program or of the Program itself, which we may give or withhold at our sole discretion. If you seek such consent, please submit the entirety of your proposed press release to us by E-mail at mailto:affiliates@arptonsoft.com?subject=Press Release for review. Other Web site Promotion To protect the integrity of the reputation of Arptonsoft LLC Affiliates as well as the Arptonsoft LLC brand name, you may not promote your Web site via certain forms of indiscriminate advertising, commonly referred to as "spamming." Accordingly, you may not promote your Web site via postings to non-commercial newsgroups or cross- postings to multiple newsgroups at once. Notwithstanding the foregoing, you may promote your Web site via mailings to recipients who are already customers or subscribers to your Web site's services, provided that the recipients have the option to remove themselves from future mailings. Further, you may promote your Web site via newsgroup postings to newsgroups that specifically welcome commercial messages (when in doubt, consult the newsgroup FAQ or moderators to be sure that such a message is acceptable in that newsgroup). In all promotion, you must clearly represent yourself and your Web site as entities independent from Arptonsoft LLC, Arptonsoft LLC's affiliated companies, the Arptonsoft LLC Web site, and any of Arptonsoft LLC's affiliated companies' Web sites. Generally, in any forum or media, you must honor the advertising practices and restrictions that are commonly considered acceptable by its readers. Arptonsoft LLC, reserves the right to take action against any person or entity that does not conform to these rules. Guidelines For Using The Arptonsoft LLC Trademark These guidelines apply to your use of Arptonsoft LLC (The "Trademark") in materials which have been approved in advance by Arptonsoft LLC. You may use the Trademark solely for the purpose authorized by Arptonsoft LLC. You may not alter the Trademark in any manner. For example, you may not change the proportion, color, or font of the Trademark. You may not display the Trademark in any manner that implies sponsorship, endorsement by Arptonsoft LLC outside of your involvement in the Referral Program. You may not use the Trademark to disparage Arptonsoft LLC, its products or services, or in a manner which, in Arptonsoft LLC reasonable judgement, may diminish or otherwise damage Arptonsoft LLC's goodwill in the Trademark. The Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and other graphic or textual elements. You acknowledge that all rights to the Trademark are the exclusive property of Arptonsoft LLC, and all goodwill generated through your use of the Trademark will inure to the benefit of Arptonsoft LLC. Arptonsoft LLC reserves the right in its sole discretion to modify these guidelines at any time and reserves the right to take action against any use that does not conform to these guidelines. By submitting your Referral Program Application you acknowledge that you have read and accepted this Referral Program Operation Agreement and agree to be bound by its terms and conditions.