AFFILIATE AGREEMENT

This agreement describes the entire terms and conditions for participation in the SmithSoft Affiliate Program.

In this agreement, the term "Affiliate" refers to you (the applicant). Wherever the agreement refers to "you" or "your", it means "the Affiliate"; "we" or "our" refers to SmithSoft

ClickBank will create a unique URL for you when you submit a complete Affiliate Enrollment Form.

You will receive 60% of the revenue as a commission from orders placed through your Affiliate Site (unless noted otherwise for a particular product) less the charges outlined by ClickBank in their agreement http://www.clickbank.com/paychecks.html . For a sale to generate a commission to an Affiliate, the customer must complete the order form and remit full payment for the product ordered. Commissions will only be paid on sales that are made through qualified Affiliate links.

ClickBank will send a check for the applicable commissions within the framework of their policies http://www.clickbank.com/paychecks.html . If any order that generated a referral fee is returned by the customer, or if there are any returned checks or charge backs, the amount will be deducted by ClickBank from the next payment due affiliate.

SmithSoft will be solely responsible for processing every order placed by a customer on the Affiliate Site. You are not authorized to sell any of these products from your site as a "reseller" and no "resale" rights are granted in ANY way on these products unless otherwise noted.

Customers who purchase products and services through the Affiliate Program will be deemed to be customers of SmithSoft. Accordingly, all rules, policies, and operating procedures concerning customer orders and service will apply to those customers. We may change our policies and operating procedures at any time. Prices and availability of our products and services may vary from time to time. SmithSoft policies will always determine the price paid by the customer.

Affiliates must have an active link from their website to their Affiliate link in order to qualify for commissions.

SmithSoft reserves the right not to accept any site into the Affiliate Program based on site content. Sites that Do Not Qualify for the Affiliate Program include sites which:

· Promote sexually explicit materials

· Promote violence

· Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

· Promote illegal activities

· Violate intellectual property rights

SmithSoft in no way participates in mass unsolicited emailing (i.e. spamming), and all Affiliates are expected to adhere to this policy as well. Violation of this policy will result in the termination of this contract and immediate dismissal from the SmithSoft Affiliate Program, with no refund.

Bottom line: If you spam you’re out!

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 site or otherwise, that reasonably would contradict this statement.

Term and Termination

The term of this Agreement will begin when you accept and will end when terminated by either party. Either SmithSoft 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 SmithSoft Site, and all SmithSoft trademarks and logos, other SmithSoft Marks and all other materials provided in connection with this Agreement.

We may reject your application or terminate you if we determine (in our sole discretion) that your site is unsuitable for the Program for any reason, including, harmful, threatening, defamatory, obscene, sexually explicit harassing, or racially, ethically, or otherwise objectionable, such as sites that:

· Promote sexually explicit materials;

· Promote violence;

· Promote discrimination based on sex, religion, nationality, disability, sexual orientation, or age;

· Promote illegal activities; or

· Infringe or otherwise violate any copyright, trademark, or other intellectual property rights.

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 commissions paid or payable to you under to this Agreement.

We make no express or implied warranties or representations with respect to the Affiliate Program or your potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of our site or the Affiliate links will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

If a dispute arises under this agreement, we agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: Malta NA. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us.

If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration at the following location: Malta NA, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so. Mediation will be shared equally by each of us.

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.

If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall rehttp://www.outranksmart.com/Images/eboxcd_mid.jpgmain in full force and effect.

By signing up with ClickBank, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.