AFFILIATE AGREEMENT FOR VISION BOARD BETWEEN ORANGEPEEL LTD AND THE AFFILIATE

THIS AGREEMENT is between OrangePeel Ltd, located at, 24 Pecan Place, Avondale, Auckland, New Zealand (hereinafter referred to as “OP”), and The Affiliate (hereinafter referred to as “TA”). It describes the entire terms and conditions for participation in the OrangePeel Ltd Affiliate Program.

1.0 APPOINTMENT

TA hereby applies to become an affiliate for Vision Board (hereinafter combined referred to as “The Product”) . TA is allowed to market The Product via its website and other channels TA chooses to use. TA is granted non-exclusive rights during the term of this Agreement to promote The Product and to sponsor sub affiliates for The product into the OrangePeel Ltd Affiliate Program in accordance with this Agreement. OP shall retain all ownership right, title and interest in the Products furnished to TA pursuant to this Agreement. Except as separately agreed to by OP, TA may not modify in any way, or copy or otherwise reproduce in any form The product agreed upon hereunder.

2.0 TERM

The term of this Agreement is indefinite, commencing on the date of this Agreement. TA can choose at any time to cancel this Agreement and subsequently it’s affiliate status with OP by putting this request in writing and submitting it to OP. Upon receiving this request, OP will calculate any commissions payable to TA and will pay this total outstanding amount to TA in the following month. Upon termination, TA will delete The Product and all its references from it’s marketing communication.

3.0 PRICES

The Product will be promoted to the general public via the TA website (and any other websites approved by TA) at the price of $59 for Vision Board.

4.0 TA RESPONSIBILITIES

4.1 TA shall use its best efforts to promote the download of The Product contemplated under this Agreement and to develop as broad a market therefore as possible

4.2 TA is not allowed to sell The Product directly in any way. All sales must come through the OP gateway. If it is determined that the TA has sold or given away copies of The Product outside the scope of this Agreement, then TA is responsible for any and all lost revenues to OP

4.3 TA and OP are independent contractors and nothing in this Agreement will create any partnership, Joint Venture, Agency, franchise, sales representative or employment relationship between the parties. TA has no authority to make or accept any offers or representations on OP behalf. TA will not make any statement – whether on its site or anywhere else- that reasonably would contradict this

4.4 OP in no way participates in mass unsolicited emailing (i.e. Spamming) and TA is expected to adhere to this policy as well. Violation of this policy will result in termination of this Agreement and immediate dismissal from the OP Affiliate Program.

4.5 TA undertakes to operate in accordance with all laws and by-laws applicable within the worldwide territory it operates in, with regards to this agreement. Any disputes will be handled under the jurisdiction of New Zealand, and there is agreed that venue shall lie exclusively in New Zealand.

4.6 TA shall promote the product according the OP Brand Guidelines. TA is not allowed to promote The Product as a Screensaver or use the word Screensaver to describe the product other than that the Vision Board can be displayed on the users’ screen as a screensaver as one of the many features of The Product.

5.0 OP RESPONSIBILITIES

5.1 OP has made The Product available for instant downloading and payment on a secure portal on the OP website linked to TA website. OP is responsible for collecting the monies paid by the end customer through a secure portal and delivering The Product to the end consumer.

5.2 OP will manage all customer traffic and purchases as a result of TA’s efforts through a professional affiliate management system and offers TA full real life access to its sales and performance details. For this purpose TA will receive a login and password to the Affiliate management site.

5.3 OP will provide technical support, advice and/or guidance on all aspects of the download processing, installation and operation of the software as reasonably required by the end customer through a customer service web portal

5.4 OP will create an unique URL for TA when TA submits its application, thereby inherently accepting this Agreement, and is accepted in the OP Affiliate Program.

6.0 COMMISSIONS AND PAYMENTS

6.1 As compensation TA will receive from OP a commission of 40% of the ongoing revenue from orders of The Product placed through TA’s affiliate Site. TA receives 10% of the revenue generated by orders placed through the Affiliate sites of those sub affiliates (2nd tier affiliates) that have been sponsored into the Affiliate Program by TA. For a Sale to generate a commission to TA or to the sub affiliate, the customer must complete the purchasing process on the OP website and remit full payment for The Product ordered. Commissions will only be paid on sales made through qualified Affiliate Sites.

6.2 OP will remit payment by PayPal only by the 15th day of each month, for sales made in the preceding month. The amount needs to reach a threshold of $45 for payments to be received. When this threshold is not reach, the TA will further accumulate commission on following months until the threshold is reached. OP will not pay out the TA for amounts less then $45. If any order that generated an affiliate commission is returned by the customer, or in case of any returned cheques or charge backs, the amount will be deducted from the next monthly payment. If there is no subsequent payment, TA will be invoiced for the relevant commission amount.

6.3 OP makes no express or implied warranties or representations with respect to The Affiliate Program or TA’s potential to earn income from the Affiliate Program.

7.0 LIMITATION OF LIABILITY

OP will not be liable for direct or indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement, OP’s websites or The Product. Further, OP’s aggregate liability arising with respect to this Agreement and The Product will not exceed the total commissions paid or payable to TA under this Agreement.

8.0 CONFIDENTIALITY

Each of the parties may, from time to time, give to the other valuable technical and non-technical information, not generally known to the trade or public. During the term of this Agreement or at anytime thereafter, neither party shall directly or indirectly use for its own benefit or disclose to any person, firm, association, corporation, or other enterprise or business any Confidential Information (as hereinafter defined) except for the benefit of the other in connection with the performance of it duties under this Agreement. In addition, each party shall use its best efforts to cause all persons over whom it has supervisory control to maintain and protect all Confidential Information. As used in this Agreement, “Confidential Information” shall mean trade secrets and other proprietary information concerning the business or products of the disclosing party not generally known within the computer, software and telecommunications industries regardless of whether patent able or otherwise similarly protect able by law, including but not limited to Information concerning the formulations of its products, its manufacturing processes, its manner of rendering services, its customers and customer relations, its sources of supply, and its pricing information. All Confidential Information furnished by either party to the other shall remain the property of the disclosing party, and the receiving party shall not acquire any proprietary rights or other interests therein.

9.0 FORCE MAJEURE

Neither party shall be liable for any loss, damage, detention, or delay resulting from causes beyond its reasonable control, including without limitation, fire, explosion, flood, embargo, lockout or other industrial disturbances, transportation or shipping failures or delays, inability to obtain or shortages of labour, material, parts or manufacturing facilities, restrictions, regulations or controls by civil or military authority, riot, insurrection, accident, or act of God.

10.0 AMENDMENT, MODIFICATIONS AND WAIVERS

This Agreement may only be amended or modified in writing signed by the party against whom enforcement of such amendment or modification is sought. Any of the terms or conditions of this Agreement may be waived at any time by the party entitled to the benefit thereof, but only by written advice signed by the party or parties waiving such terms or conditions. Neither any failure nor any delay on either party’s part in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other right, power or privilege.

11.0 GOVERNING LAW, JURISDICTION AND VENUE

This Agreement in all respects shall be governed by and construed in accordance with the laws of New Zealand. The parties hereto consent to the jurisdiction of all courts in New Zealand, and agree that venue shall lie exclusively in New Zealand.

12.0 NOTICES

By submitting the Affiliate Application and thereby inherently accepting this Agreement, TA acknowledges reading this Agreement and agreeing to all its terms and conditions. TA has independently evaluated this Affiliate Program and is not relying on any representation, guarantee or statement other than as set forth in this Agreement.