Affiliate Program Agreement

This Agreement contains the complete terms and conditions that apply to your participation in the WorldInternetSummit.com affiliate Program, and the establishment of links from your Web site to the WorldInternetSummit.com Web site. As used in this agreement, "you" means (and "your" refers to) the applicant seeking to participate hereunder in the affiliate Program, "we" means (and "us", "our" and "ours" refer to) WorldInternetSummit.com, and "Product" means any and all items offered for sale by us on the WorldInternetSummit.com Web site.

This is a legal agreement between you and WorldInternetSummit.com. By submitting the application form, you agree that (a) You have read this agreement and understand all of it's contents and (b) You will be bound by all of the terms and conditions in this agreement.

1. Enrolment in the Program.
To begin the enrolment process, you will submit a complete affiliate Program Application via our Web site. 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 affiliate Program for any reason, including, but not limited to; If your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable such as sites that: depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively "Content Restrictions"). WorldInternetSummit.com may accept or reject any application and is not required to specify a reason.

2. Promotion of our Affiliate Relationship.
As an Affiliate Site, we will make available to you banners, button links and/or text links to our site, containing the WorldInternetSummit.com logo and words identifying the products or promotions on our site (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which you may display as often and in as many areas on your site as you desire, subject to the terms and conditions hereof. The Links identify your site as a member of our affiliate Program and establish a link from your site to ours.

3. Using our Links on Your Site.
You agree that you will cooperate fully with us in order to establish and maintain such Links. We recommend that you display the links prominently on all relevant areas of your site to maximize the traffic through your links to our site. You shall not alter, modify or expand the Links in any way without our prior written consent. No Link from your site to ours may be constructed so as to alter the look, feel, or functionality of our site. We may, in our sole discretion, check your site at any time to determine if you are in compliance with the terms of this Agreement. We will provide all information necessary to allow you to make appropriate Links from your site to our site. All such Links must be approved by us.

4. Order Processing.
We will process orders placed by customers who follow the Links from your site to the WorldInternetSummit.com site. We reserve the right to reject orders that do not comply with any requirements which we may establish. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, cancellations, refunds and related customer service. We will track the volume and amount of sales generated by your site and will make unaudited reports summarizing this sales activity available to you through our site. The form, content, and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the Links between your site and our site are properly formatted.

5. Referral Payment

a. For every new customer that we track as being referred from your links or Affiliate ID, WorldInternetSummit.com will pay you an 40% referral fee on your first tier and 10% on your second tier.

b. Referral credit is given to Affiliates once the referral successfully completes our sign up procedure, however payments are made only for "Qualified Referrals". Payment of the accumulated commission will be processed approximately 2 weeks after the event of WorldInternetSummit 2004 is completed. A "Qualified Referral" is defined as an client attending WorldInternetSummit 2004, from which account payment has been received with no billing-related problems.

C. Self-Referring is strictly prohibited. No one under no circumstances is allowed to refer themselves, their spouse, business partners. Any self-referring will automatically disqualify the commission generated by such attempt. We determine such activities in our sole discretion.

d. Affiliates commissions will be calculated and paid in Australian Dollars by cheques sent by (International, when an affiliate is in a Country other than Australia) air mail.

e. Upon receiving the commission payment from us, affiliates are required to meet their own taxation liabilities according to the country/state they are living in. This includes but not limited to company/personal income tax, G.S.T (Goods and Services Taxes) wherever applicable.

8. Policies and Pricing.
You may not include price information in your descriptions because price changes may affect items that you already have listed on your site. Customers who buy Products through the affiliate Program will be deemed to be customers of WorldInternetSummit.com. Accordingly, all WorldInternetSummit.com rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Products sold under the affiliate Program in accordance with our own pricing policies. Product prices and availability may vary from time to time.  We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.

9. Non-exclusive Limited License and Use of WorldInternetSummit.com Logos and Trademarks.
We grant you a non-exclusive, non-transferable, revocable right to access our site through links solely in accordance with the terms of this Agreement, and to use our logos, trade names, trademarks and similar identifying material (collectively "Licensed Material") solely in connection with such links to promote WorldInternetSummit.com and our products on your site. You may not alter, modify or change the Licensed Material in any way. You are only entitled to use the Licensed Material to the extent you are a member in good standing of the affiliate Program.

You shall not make any use of any Licensed Material for purposes other than selling Products for WorldInternetSummit.com, without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Licensed Material in any manner that is disparaging or that otherwise portrays WorldInternetSummit.com in a negative light. We reserve all of our rights in the Licensed Material, and all other intellectual property rights. We may revoke the rights granted to you pursuant to this agreement at any time by giving you written notice. You shall obtain no rights in and/or to the Licensed Material. The rights granted to you pursuant to this section shall terminate at any time at our sole discretion.

10. Non-exclusive Limited License and Use of Affiliates Logos and Trademarks.
We intend to promote our Affiliates and or clients. For that and other promotion that we may provide at our discretion, you grant to us a non-exclusive license to utilize your names, titles, logos, and trademarks and you hereby represent and warrant that you have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon you; or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. Our rights to use these marks will expire when we terminate this Agreement.

11. Obligations Regarding 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. You hereby represent and warrant to us that materials posted on your site do not violate or infringe upon the rights of any third party, and that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses relating to the development, operation, maintenance, and contents of your site.

12. Term of the Agreement.
The term of this Agreement will begin upon our acceptance of your affiliate Program Application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. You are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We reserve the right to withhold your final payment for up to three months to allow all accounting procedures to be finalised.

13. Modification.
We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. Sending an email containing notice of any change or a new agreement to your email address that is in our records, or posting such notice on our site shall be sufficient notice to you of such modification to the terms and conditions of this Agreement and you shall be bound from that date to the terms of the modified agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures and affiliate Program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the affiliate Program following our posting of a change notice or a new agreement on our site will constitute binding acceptance of the change. Except for any such modifications, this agreement constitutes the sole and entire agreement of the parties.

14. Relationship of Parties.
You and WorldInternetSummit.com are independent contractors, and nothing in this Agreement will create any legal 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 might conflict with any of WorldInternetSummit.com's stated policies or offers.

15. Disclaimers.
We make no express or implied warranties or representations with respect to the affiliate Program or any Product or other items sold through the affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). 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.

16. Representations and Warranties.
You hereby represent and warrant to us as follows:

a. 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.

b. The execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: any provision of law, rule, or regulation to which you are subject; any order, judgment, or decree applicable to you or binding upon your assets or properties; any provision of your by-laws or certificate of incorporation, or any agreement or other instrument applicable to you or binding upon your assets or properties.

c. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action discussed herein.

d. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.

17. Confidentiality.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

18. Limitations 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 affiliate 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 affiliate Program will not exceed the total commission fees paid or payable to you under this Agreement.

19. Indemnification.
You hereby agree to indemnify, defend, and hold harmless WorldInternetSummit.com 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 Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or another proprietary right of any third party, (b) any misrepresentation or alleged breach of a representation or warranty or alleged breach of a covenant and agreement made by you herein, or (c) any claim related to your site including, without limitation, content therein not supplied by us.

20. 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 sites. You have independently evaluated the desirability of participating in the resell program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

21. Governing Law.
This Agreement will be governed by the laws of The Commonwealth of Australia and the State of Victoria, 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 Victoria Australia 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. Any assignment in violation hereof shall be null and void. Subject to that restriction, this Agreement will be binding on 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 a provision or any other provision of this Agreement.