HNHSoft Affiliate Program Application Form

Master Agreement This Master Agreement ("Agreement") is made between H&H Software LLC ("HNHSoft") and Affiliate ("Affiliate") contains all of the terms and conditions and governs your participation in the HNHSoft Affiliate Network. BACKGROUND: Affiliate and HNHSoft each desire to establish the general terms and conditions, which shall govern advertising and commission arrangements between Affiliate and HNHSoft which result from their participation in HNHSoft Affiliate Network. TERMS AND CONDITIONS: In consideration of the promises set forth below, we agree as follows: 1. Offers and Engagements. From time to time, HNHSoft may post offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). If such offers receive an identification number they shall be deemed to be an "Offer" for purposes of this Agreement. The term "Offer" shall also include any counter-offers resulting from an Offer. If an Offer made by one party is accepted by the other party in accordance with the Offer's terms, an "Engagement" will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern. At any time prior to or after Affiliate provides a Qualifying Link, HNHSoft may with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by HNHSoft for an Offer or an Engagement. Affiliate agrees to promptly implement any request from HNHSoft to remove, alter or modify any graphic or banner ad submitted by HNHSoft that is being used by Affiliate as part of an Engagement. 2. Affiliate's Responsibilities. Affiliate will link its site to areas within HNHSoft's site using special URLs specified in the Engagement (the "Required URLs"). Affiliate may post as many links to the Required URLs and the rest of HNHSoft's Web Site, in a form, manner and presentation in accordance with the Usage Guidelines attached hereto as Exhibit A and instructions posted by HNHSoft, as modified by HNHSoft from time to time. Affiliate agrees not to make any representations, warranties or other statements concerning HNHSoft, HNHSoft's site, any of HNHSoft's products or services, or HNHSoft's site policies, except as expressly authorized by the Engagement. Affiliate is responsible for notifying HNHSoft of any malfunctioning of the Required URLs or other problems with Affiliate's participation in the Engagement. HNHSoft will respond promptly to all concerns upon notification by Affiliate. HNHSoft reserves the right to refuse partnership with a site that posts content that is libelous, defamatory, obscene, pornographic, "adult-oriented", relates to gambling or use of illegal substances, abusive or overly violent or in HNHSoft's good faith determination that Affiliate's content adversely impacts HNHSoft's reputation or violates any law. 3. Commissions. HNHSoft agrees to pay Affiliate the commission based on a "Percentage of sales" basis. A sale is defined as when a user of Affiliate's Web Site clicks on a Qualifying Link and receives a HNHSoft Web page, and completes a purchase transaction. A sale is defined as when a user of Affiliate's Web Site clicks on a Qualifying Link and completes a purchase transaction through the HNHSoft online ordering system. The customer must accept delivery of the Product, and remit full payment to HNHSoft. Commission payments are based only on actual product sales, and will not include any percentage of costs from shipping, handling, taxes or other non product related fees. HNHSoft has no obligation to pay Affiliate for commissions for search queries or direct click-throughs from a Qualifying Link that were not generated by means of a valid search request or do not otherwise fit the definition of a Click-Through. Terms: HNHSoft will pay Affiliate within 30 days after the end of each calendar month for all commissions earned under Section 3 during the prior month, less any taxes HNHSoft may be required to withhold, and less any amount HNHSoft determines, in its sole discretion, was not validly earned from proper use of the Qualifying Link on Affiliate's Web Site. If commissions earned during any calendar month are less than $100, then HNHSoft, in its sole discretion, may hold those commissions until the month in which the total amount due is at least $100 or (if earlier) until this Agreement is terminated. Reporting: HNHSoft will provide Affiliate with information about the total sales generated from "Qualifying Links" on a monthly basis, regardless of amount of commissions earned. Affiliate understands and agrees that HNHSoft pays commissions based only on Qualifying Sales. A "Qualifying Link" is a link from Affiliate's site to HNHSoft's using one the Required URL(s) provided by HNHSoft. A Qualifying Link is one that is the last link to the HNHSoft's site that the Customer uses during a Session where a Qualifying Sales transaction occurs. A "Session" is the period of time beginning from a Customer's initial contact with HNHSoft's site via a link from the Affiliate's site and terminating when the Customer either leave HNHSoft's web site or completes a Qualifying Sales transaction. HNHSoft shall have the sole right and responsibility for delivering its service to its Customers. Affiliate acknowledges that all agreements relating to Customers shall be between HNHSoft and the Customer. All determinations of Qualifying Links and whether a commission is payable will be made by HNHSoft and will be final and binding on both HNHSoft and Affiliate. Prices for commissions will be set solely by HNHSoft in its discretion. 4. Ownership and Licenses. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. HNHSoft grants Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process, on Affiliate's site solely for the purpose of creating links from Affiliate's site to HNHSoft's site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Affiliate may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. During the term of this Agreement, Affiliate shall not adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of the HNHSoft trademarks, service marks or trade names or any word or mark confusingly similar to them in any jurisdiction. Affiliate grants HNHSoft a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from HNHSoft's site to Affiliate's site. 5. Termination. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through HNHSoft. Termination of an Engagement shall not terminate this Agreement or any other Engagement. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day's prior written notice of such termination to the other party and HNHSoft. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement. 6. Representations and Warranties. HNHSoft Warranties. HNHSoft represents and warrants that it has full power and authority to enter into this Agreement. HNHSoft AND ITS LICENSORS MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABIL ITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT Affiliate Warranties. Affiliate represents and warrants that: (i) it has full power and authority to enter into this Agreement, (ii) the content on Affiliate's Web Site, and/or the technology used by Affiliate in connection with Affiliate's Web Site and/or the means by which users access Affiliate's Web Site (a) are owned, validly licensed for use by Affiliate or in the public domain; (b) do not constitute defamation, libel, obscenity; (c) do not infringe or violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of any person or entity, including without limitation, rights of privacy and publicity; and (d) do not result in any consumer fraud, product liability, breach of contract to which Affiliate is a party or cause injury to any third party, and (iii) it will not create a means for benefiting from this agreement by generating invalid search requests or invalid Click-Throughs as described in Section 3 above. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF 4ANYTHING.COM'S ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. Cross-Indemnification. Each party hereby agrees to indemnify, defend and hold harmless the other party and its Affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein. 8. HNHSoft Required Provisions. Affiliate hereby agrees to indemnify, defend, and hold harmless HNHSoft and its Affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto. Affiliate agrees that HNHSoft may rely on any data, notice, instruction or request furnished to HNHSoft by either party which is reasonably believed by HNHSoft to be genuine and to have been sent or presented by a person reasonably believed by HNHSoft to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve HNHSoft, HNHSoft may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of HNHSoft's counsel shall be within the costs and disbursements covered by the indemnity specified in Section 8.1 above. HNHSoft and Affiliate acknowledge and agree that the nature of the Product is such that in its normal operation it may access and download elements of software data from resources which are external to the computer or device running the Product, such as Product enabled servers. Affiliate acknowledges that HNHSoft has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quality or performance of such resource s or whether they may contain any defects which may affect the performance of the Product or HNHSoft or Affiliate's computer. HNHSoft shall not be responsible for provision of any communications facilities or the costs affiliated with such communications. 9. Limitation of Liability. EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO BREACH OF THE CONFIDENTIALITY PROVISIONS HEREIN, NEITHER PARTY OR ANY OF HNHSoft'S PARTNERS WILL BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT SUCH PAR TY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL HNHSoft'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT PAYABLE TO ASSOCIATE UNDER THIS AGREEMENT. 10. CONFIDENTIALITY During the term of this Agreement, Affiliate may have access to certain non-public information of HNHSoft, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" by HNHSoft ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of Affiliate's. Affiliate agrees (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement and (iii) to keep the Confidential Information confidential using the same degree of care Affiliate uses to protect its own confidential information, as long as it uses at least reasonable care. Each party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow one party or third parties to unfairly compete with the other party resulting in irreparable harm to non-breaching party and, therefore, that upon any such breach or threat thereof, the non-breaching party shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. In addition, if the non-breaching party prevails in any legal dispute hereunder, it shall be entitled to collect its reasonable attorneys' fees and expenses. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the State of New York and U.S. federal courts having within their jurisdiction the location of HNHSoft's principal place of business. Each party consents to the jurisdiction of such courts. All obligations under this Section 8 survive for 3 years after termination of the Agreement. 11. General. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. Neither party shall be liable hereunder by reason of Force Majeure or any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of New York, in the district of King County. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to HNHSoft's headquarters to the attention of HNHSoft's legal department. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. In Witness whereof, the parties authorized representatives have executed this Master Agreement as of the date of the last signature set forth below. HNHSoft EXHIBIT A HNHSoft USAGE GUIDELINES You may use any buttons, banners, text links or search forms (herein "the Creative") solely for the purpose authorized herein by HNHSoft and only in compliance with the specifications, directions, information and standards supplied by HNHSoft and modified by HNHSoft from time to time. You agree to comply with any requirements established by HNHSoft concerning the style, design, display of the Creative; to correctly use the trademark symbol (tm) or registration symbol (r) with every use of the trademarks, service marks and/or tradenames as part of the Creative as instructed by HNHSoft; to use the registration symbol (r) upon receiving notice from HNHSoft of registration of any trademarks, service marks and/or tradenames that are part of the Creative. You may not alter the Creative in any manner, or use the Creative in any manner that may dilute, diminish, or otherwise damage HNHSoft's rights and goodwill in any HNHSoft trademark, tradename and/or service mark that are part of the Creative. You may not use the Creative in any manner that implies sponsorship or endorsement by HNHSoft of services and products other than those provided by HNHSoft.

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