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 Affiliate Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Montrika, INC. BY REGISTERING ON Montrika WEBSITE, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR COMPLIANCE WITH EACH AND EVERY TERM AND CONDITION.

This Affiliate Program Agreement ("Agreement") contains the complete terms and conditions that apply to you participating in the Montrika Affiliate Program. The purpose of this Agreement is to allow you to link between a website owned and controlled by you and the Montrika.com website.

Montrika has the right to monitor the content on Affiliate's Web Site in a commercially reasonable manner as Montrika believes necessary to monitor use of the Placements and for compliance with the terms of this Agreement. Montrika has the right to notify you of any reasonable changes that you need to make to comply with the Montrika guidelines for the use of the Placements, and to otherwise comply with the terms of this Agreement, and you agree to promptly make such changes.

You shall cooperate with Montrika in order to establish and maintain any Placements between the Montrika Site and Affiliate's Web Site. You shall not display any link or mark pertaining to Montrika, for use as a link or otherwise, other than the Placements that Montrika provides to you. If Montrika updates the Placements, you will replace the old Placements with the new ones within a 24 hour period.

Payments of Referral Fees from Montrika to You

Montrika will pay a one time Referral Fee for each New Customer who enters the Montrika Site directly from Placements on Affiliate's Web Site or in email newsletters.

Montrika will not pay Referral Fees for the registration of any individuals or accounts who have previously registered with Montrika, even if the registration contains a different email address, credit card number, or other information different from the user's previous registration. Montrika will not pay a Referral Fee for Members who have later re-entered and registered on the Montrika Web Site after previously following a Placement from the Affiliate's Web Site to the Montrika Web Site.

Payment of Referral Fees will be made on a monthly basis, by either check or direct deposit, and in accordance with its Affiliate payment schedule. If your unpaid, cumulative quarterly Referral Fee earnings are less than $25.00, then earnings will be rolled to the following month. If this Agreement terminates, any Referral Fees due at the time of termination will be paid at the end of the month following termination.

Compliance with Applicable Laws

You are solely responsible for the accuracy and appropriateness of all materials posted on Affiliate's Web Site, and for ensuring that your activities, including materials posted on Affiliate's Web Site and communications with Montrika, other Members, New Customers, and potential customers are not defamatory, in violation of copyright laws or otherwise illegal. You further agree that your activities, including communications with Montrika, other Members, New Customers and potential customers regarding or relating to Montrika in any way, are in full compliance with all applicable laws in your jurisdiction. You further agree to abide by Montrika’s Anti-Spam Policy.You agree to indemnify and hold Montrika harmless for any violations of the foregoing. Montrika disclaims all liability for these matters.

Press Releases and Other Publicity

You may not create, publish, distribute, or permit any written or electronically transmitted publicity material (including without limitation, advertisements and press releases) that makes reference to Montrika, or the Montrika Site without first submitting the material to Montrika and receiving its consent in writing. You shall not issue any public statement(s) regarding the relationship with Montrika without the prior written approval of Montrika.

Montrika prohibits certain forms of advertising on the Montrika Site or using any Placements or other Montrika Marks. Advertising commonly referred to as "spamming" could damage Montrika's goodwill. You shall not undertake any spamming referring to the Montrika Site, or using any Placements or other Montrika Marks. You shall not refer to the Montrika Site, or use any Placements or other Montrika Marks in any unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you shall not advertise in any way that effectively conceals or misrepresents your identity, domain name, or return email address.

Although Montrika always requires that its written consent be given for the uses above, Montrika generally approves mailings so long as the recipient is already a customer or subscriber of your services, and recipients have the option to remove themselves from future mailings. Montrika generally approves newsgroup postings so long as the news group specifically welcomes commercial messages. In all cases, you must always clearly represent yourself and the Affiliate's Web Site as independent from Montrika.

Montrika may modify any of the terms and conditions in this Agreement, at any time in its sole discretion. Modifications may include, but are not limited to, changes in the scope of Referral Fees, payment procedures, and Montrika's Affiliate Program rules. If any modification is unacceptable to you, you shall have the right to terminate this Agreement as set forth below. Your continued participation in Montrika's Affiliate Program following the posting of the change notice or new agreement on the Montrika Site will constitute your agreement to the changes.

Term and Termination

The term of this Agreement will begin on the Effective Date and will end when terminated by either party. Either Montrika or you may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate's Web Site, all links to the Montrika Site, and all Montrika trademarks and logos, other Montrika Marks and all other materials provided in connection with this Agreement.

Representations, Warranties and Covenants

You represent and warrant that 1) you have 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; 2) you have sufficient right, title, and interest in and to the rights granted to Montrika in this Agreement; 3) the material posted on Affiliate's Web Site does not defame any third party or violate or infringe upon the rights of any third party and all applicable copyright and other laws that pertain to it; 4) you shall not make any representations or warranties regarding the services provided by Montrika; and 5) you shall not make or publicize any statements that are disparaging of Montrika or that otherwise portray Montrika in a negative light.

Indemnification

You agree to indemnify and hold harmless Montrika and its employees, directors, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against Montrika based on or arising from any claim resulting from your breach of the warranties and covenants in Section 9. You agree to 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 other party in connection with or arising from any such claim, suit, action, or proceeding.

Confidentiality

In connection with the activities contemplated by this Agreement, you may acquire confidential technical or business information of Montrika which is not generally known to the public, including without limitation (i) proposals, ideas or research related to possible new products or services; (ii) financial statements and other financial information; (iii) any reporting information required by the Agreement; and (iv) the terms of this Agreement and the relationship between the parties (collectively, "Confidential Information"). You agree not to disclose the Confidential Information or use the Confidential Information for your own benefit or for the benefit of any third party. Your obligations in this Section shall not apply to any information that you can document: (i) was in the public domain at or subsequent to the time it was communicated to you through no fault of yours; (ii) was rightfully in your possession free of any obligation of confidence owed to Montrika at or subsequent to the time it was communicated to you by Montrika; (iii) was in response to a valid order by a court or other governmental body or was otherwise required by law. Upon the termination or expiration of this Agreement, you shall return upon Montrika's request or otherwise destroy all Confidential Information of Montrika in your possession.

Miscellaneous

Entire Agreement. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. This Agreement may not be amended except in writing signed by the parties. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. All exhibits attached to this Agreement are incorporated hereby and shall be treated as if set forth herein.

Relationship of Parties. The parties shall be deemed to be independent parties with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner as creating any partnership, joint venture, employment, contractor, agency, fiduciary, or other similar relationship. You shall be solely responsible for all taxes due on Referral Fees or other payments paid to you under this Agreement.

Assignment. You may not assign your rights or obligations under this Agreement to any party.

Applicable Law. 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, rules and principles thereof.

Severability. 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.

Survival. Sections 6 and 8-13 shall survive termination of this Agreement.

Notices. Any notice required under this Agreement may be given by email, fax or written letter to the number or address you provide.

General Conditions

Montrika reserves the right, at its full discretion, to disqualify any individual it suspects of undermining or manipulating the registration and/or qualifying process, the operation of the Affiliate Program or to be acting in violation of this agreement. If we determine, in our sole discretion that the this Affiliate Program is compromised by virus, bug, robot entries, or other corruption of the administration, security or proper management of the program, then at our sole discretion, we can cancel this program. In the event of your non-compliance with any requirement stated herein, Montrika may withhold any payments due to you until resolution of all disputes.

YOU HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND, HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON YOU WITHOUT RESERVATION. YOU HAVE ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO YOU TO INDUCE YOU TO SIGN THIS AGREEMENT. YOU AGREE TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.

As used in this Agreement, the terms set forth below shall have the following meanings:

"Member" means a user of the Montrika Site who has completed Montrika's registration process in order to use the Montrika Service.

"Montrika Service" means a personal information exchange service where Members receive personalized advice and answers to their questions either in real-time or through asynchronous means, either free or for a fee.

"Placements" means (i) graphical links, text links, logos and other promotions that are offered by Montrika now or in the future that link directly from the Affiliate's Web Site to the Montrika Site and (ii) other email promotions that are offered by you now or in the future and link directly to the Montrika Site.

"New Customer" means a user that registers as a Member for the first time, who is over 18 years old, enters a valid credit card, and places at least one paid call to another Member through the Montrika Site. A New Customer may not have any other accounts registered on Montrika under a different name, email address, or phone number.

"Referral Fee" means fees paid to you for each New Customer who comes to the Montrika Site by way of a Placement on the Affiliate's Web Site who is not already a Member.