Download abbywinters.com affiliate agreement v2.0 - Affiliates ...

Saturday, August 02, 2008 V2.0

Affiliate Promotion Agreement between G Media Pty Ltd. www.abbywinters.com PO Box 343 Fitzroy 3065 VIC Australia

And [Affiliate [Affiliate [Affiliate [Affiliate [Affiliate

full name] company name] Address] City State ZIP] Country]

abbywinters.com affiliate agreement v2.0

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I. Recitals 1. G Media Pty Ltd. (hereinafter “AW”) creates and markets adult content (hereinafter “Content”) under the brand, and at the website, http://www.abbywinters.com (hereinafter “the Site”). 2. AW wishes to market its Content, the Site, and other additional products and services as it may offer from time to time.

[Affiliate] (hereinafter “Affiliate”) generates internet traffic, composed of persons interested in looking at and/or purchasing content similar to that which is created and marketed by AW. 4. Affiliate wishes to market AW’s products and services. 5. AW and Affiliate, seeing a mutually beneficial business opportunity, do hereby agree to be bound by the terms of this Contract (“the Agreement”). 6. AW and Affiliate agree that this Agreement is non-exclusive in nature. AW may enter into agreements with other affiliates, and Affiliate may enter into agreements with other websites. AW is not limited in the number or kinds of agreements into which it may enter; Affiliate is similarly not limited in the number or kind of agreements into which it may enter, and Affiliate may promote any website it may choose, subject to the limitations in this Agreement. 3.

II. AW’s Responsibilities 1. AW provides adult still photographic and motion picture content (hereinafter “Content”) for distribution via the Internet and other channels. AW maintains significant intellectual property investment in its inventory of Content and enforces its copyrights worldwide. a. AW hereby extends to Affiliate a non-exclusive, royalty-free license to use designated portions of AW’s Content, subject to the terms and conditions in this Agreement. b. The copyright license for use of such Designated Affiliate Content (hereinafter “DAC”) is non-exclusive. Nothing in this Agreement shall be construed as to give Affiliate exclusive rights to any AW Content, or to prohibit AW from entering into other any other lawful agreement which might cause AW to issue a license to use the Content for any lawful purpose. c. AW hereby extends to Affiliate a non-exclusive, royalty-free license to use designated portions of AW’s Trademark Properties (Designated Affiliate Trademark Properties, hereinafter “DATP”), subject to the terms and conditions of this Agreement. d. The trademark license for use of such DATP is non-exclusive. Nothing in this Agreement shall be construed as to give Affiliate exclusive rights to any AW Trademark Property, or to prohibit AW from entering into any other lawful agreement which might cause AW to issue a license to use the DATP for any other lawful purpose. 2. AW shall provide Affiliate with a special account on the Site (hereinafter “the Account”) which Affiliate may use to select DAC for use in activities in compliance with this contract. The Account uniquely identifies the Affiliate, and is extended to the Affiliate only for use in performance of this Agreement. 3. AW shall use the Account to similarly provide the Affiliate with DATP.


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4. AW shall provide Affiliate with a unique code and instructions for directing traffic to the Site, so that accurate records can be kept of traffic Affiliate directs to the Site, and tabulations made of how many subscriptions to the Site come from the traffic derived from Affiliate. 5. AW maintains records pursuant to 18 USC 2257 (hereinafter “2257”), which are held by the Custodian of Records. The identity and location of the Custodian of Records shall be prominently displayed to the public at large, and available for Affiliate reference, at the following location on the Internet: http://www.abbywinters.com/main.php?page=wiki&id=TitleEighteen 6. AW may, in its sole discretion, from time to time move or update its 2257 compliance information. AW will notify Affiliate via electronic mail communication of any updates to relevant 2257 information, or any change of location where this information can be found. 7. AW warrants that it has the right to enter into this contract. 8. AW warrants that it has the right to offer the licenses agreed upon in this contract. 9. AW warrants that, to the best of its knowledge, all DAC offered for use by Affiliates through the Account depicts only consenting adult models who were 18 years of age or older at the time of production. AW further warrants that it retains on record, in compliance with 2257, all relevant model identification information and rights releases.


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III. Affiliate’s Responsibilities 1. Affiliate provides advertising campaign design services, as well as generates internet traffic to market AW’s products, services, and Content. 2. Affiliate will at all times refrain from using bulk unsolicited commercial email (“spam”) in marketing efforts. If Affiliate uses “spam” to market AW, this contract shall terminate without notice and any money owed to Affiliate under the terms of this Agreement shall revert immediately and irrevocably to AW as liquidated damages resulting from such contract violation. 3. Affiliate’s marketing design and presentation must conform to applicable standards of good taste and presentation. Affiliate will not promote AW Content by referring to AW models through any negative or derogatory term including, but not limited, to “cunt,” “whore,” “slut,” “bitch,” or other such inflammatory terms as delineated in the “Abbywinters.com Affiliate Acceptable Use Policy” (hereinafter “AUP”),. 4. Affiliate’s presentations, in their entirety, shall at all times comply with the AUP which is incorporated herein by reference for all purposes as if fully included verbatim. a. Affiliate agrees to and acknowledges receipt of the AUP upon execution of this Agreement. b. AW may, at its sole discretion and from time to time with seven (7) days’ notice (subject to other time limitations elsewhere in this Agreement), amend the AUP. 5. Affiliate’s marketing design and presentation must conform to applicable standards of good taste and presentation, and conform to the published AW style guidelines. Affiliate will not promote any other website’s content alongside AW DAC in a manner inconsistent with the AUP or Section III.3. of this Agreement. Neither AW DAC or models, nor content or models from other sites displayed alongside AW Content or models, may be displayed in a manner inconsistent with the AUP. 6. AW provides a model biography, including a fictitious name, for each model on the Site. Affiliate agrees to use only the officially sanctioned fictitious name and biography for any marketing efforts under this Agreement. 7. Affiliate shall configure his/her electronic mail system to accept and deliver to Affiliate electronic mail (hereinafter “email”) from AW to Affiliate. AW shall provide notification of which email address(es) shall be used to send communications to Affiliate by listing these email addresses in the AUP. If necessary, Affiliate agrees to configure his/her anti-spam system to deliver email from AW through means of an exemption list (“whitelist”). 8. Affiliate agrees to direct email communications initiated under this Agreement to an email address provided by AW for that purpose, as specified in the AUP. 9. Affiliate shall not knowingly send fraudulent traffic to AW, or otherwise cause fraud to be perpetrated upon AW, AW’s business partners, or others. Where Affiliate sends traffic to AW that results in a credit card chargeback or fraud, but Affiliate does not participate in the fraud, Affiliate shall be denied any commissions accruing from said fraud, but shall not be required to pay any other associated fees. 10. Affiliate shall at all times designate all marketing efforts with labels provided and promulgated by the Internet Content Rating Association (ICRA, http://www.icra.org/). 11. Affiliate’s use of DATP shall at all times be governed by the AUP. 12. Affiliate shall at all times market AW’s Site, Content, DAC, Trademark Properties, DATP, and products and services only to adults, 18 years of age or older. Attempts to market AW’s Site, Content, DAC, Trademark Properties, DATP and/or products or


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services to any person under the age of 18, in any jurisdiction anywhere in the world (whether such products and services are legally marketed to persons under age 18 in such jurisdictions), shall be considered a material breach of this Agreement, and this Agreement shall then terminate without notice, and any money due to Affiliate under this Agreement shall revert immediately and irrevocably to AW as liquidated damages for such material breach.

IV. Consideration 1. In consideration for the advertising and marketing services provided by Affiliate, AW agrees to compensate Affiliate under the schedule specified in this Agreement. 2. AW markets access to Content and the Site by periodic subscriptions. AW may, from time to time, at its sole discretion, market additional products and services, either separately or in conjunction with the subscriptions. 3. For each subscription purchased from AW by a person referred to AW by Affiliate, through Affiliate’s activities under this Agreement, AW shall pay to Affiliate fifty percent (50%) of the initial subscription price. 4. For each subscription purchased from AW by a person referred to AW by Affiliate, through Affiliate’s activities under this Agreement, AW shall track whether or not that customer renews (or “rebills”) the subscription. If the subscriber renews (“rebills”) the subscription at any time during the life of the subscription, AW shall pay to Affiliate fifty percent (50%) of the renewal (“rebill”) fee. 5. For each additional non-subscription product or service sold by AW as a result of internet traffic generated by Affiliate, AW shall pay to Affiliate twenty-five percent (25%) of the retail price, not including applicable taxes or shipping and handling charges, of the product or service sold. 6. AW designates, and Affiliate accepts appointment of GMBill Pty Ltd. (http://www.gmbill.com) as its primary payment agent. GMBill Pty Ltd. has been contracted by AW to deal with payment issues affecting Affiliate for sales made through the GMBill billing system. Affiliate agrees that all payment disbursement issues shall be dealt with under a separate agreement directly with GMBill Pty Ltd. 7. AW designates, and Affiliate accepts appointment of, CCBill, LLC (http://www.ccbill.com/) as its secondary payment agent. CCBill has been contracted by AW to deal with payment issues affecting Affiliate for sales made through the CCBill billing system. Affiliate agrees that all payment disbursement issues shall be dealt with under a separate agreement directly with CCBill, LLC. 8. AW may, at is sole discretion and option, from time to time offer additional incentives, incentive programs, or bonuses to Affiliate to encourage enhanced performance by Affiliate. AW shall have sole discretion of how such programs are designed, their criteria, their awards, and all other characteristics of such programs. AW may continue or discontinue such programs at any time at its sole discretion.

V. Breach 1. AW may, at its sole option and discretion, maintain a schedule of violations of program rules and matching penalties as part of the AUP, which is incorporated herein by reference for all purposes as if fully set forth verbatim. Affiliate agrees that if Affiliate is found to be in violation of any provision of this Agreement, including the AUP or


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other addendum, Affiliate shall be liable to AW for any penalties specified in the AUP including, but not limited to, termination of Affiliate’s contract. 2. Breach of this Agreement may include, but is not limited to, inappropriate display of DAC or unauthorized Content and/or models, sending spam, making false or misleading representations about AW’s site, or other violations of the AUP, or this Agreement.

VI. Term and Termination 1. The term of this Agreement shall be six (6) months from the later of the date this Agreement is executed by Affiliate, or the date Agreement is executed by AW. 2. After the initial term of this Agreement, this Agreement shall renew month-to-month until terminated. 3. Either party may terminate this Agreement without cause upon 30 days written (not email) notice to the other party’s address of record. 4. If AW terminates this Agreement for cause by breach under any provision of this Agreement or the AUP, such termination shall be effective upon notification of Affiliate by email.

VII. Confidentiality 1. The terms of this Agreement are confidential. Neither party shall disclose to any third party the terms of this Agreement; however, AW may use mass email, with addressees hidden, to communicate changes to various Addenda to this Agreement that affect all participating Affiliates. 2. All intellectual property created or licensed under this Agreement remains the property of its owner. This Agreement does not transfer any intellectual property rights or any other rights to or from any party except as defined in this Agreement. 3. All subscriber information, customer lists, demographics, or other information shall be the exclusive property of AW, and shall be held confidential at all times.

VIII. Severability 1. If any part of this Agreement is found invalid or inoperable, that section shall be severed from the Agreement, to the minimum extent possible to comply with applicable law.

IX. Laws, Jurisdiction, and Venue 2. This Agreement shall be construed according to the laws of Victoria, Australia. 3. The parties agree to submit to the exclusive jurisdiction of the courts of Victoria, Australia, for any judicial resolution of any dispute arising from this Agreement. 4. The parties agree that the venue for adjudication of any dispute arising from this Agreement shall be Victoria, Australia.


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X. Complete Agreement This document represents the complete Agreement between AW and Affiliate. Any modification to this Agreement must be in writing. This document supersedes and nullifies all previous agreements, whether oral or in writing.

Executed this ________ day of __________, _________ by Affiliate:

Void – do not sign Signature [Affiliate full name] [Affiliate company name] [Affiliate Address] [Affiliate City State ZIP] [Affiliate Country] Executed this ________ day of __________, _________ by AW:

Void – do not sign Signature Affiliate Administrator G Media Pty Ltd. PO Box 343 Fitzroy 3065 VIC Australia


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abbywinters.com Affiliate Acceptable Use Policy This Acceptable Use Policy (“AUP”) is issued in conjunction with an Affiliate Promotion Agreement (“Agreement”) of even date, signed by you as Affiliate, and an authorized representative of G Media Pty Ltd., representing Abbywinters.com (“AW”). The authority to issue and update this AUP at AW’s sole discretion is granted to AW in Section III “Affiliate’s Responsibilities” of the Agreement. The terms of the Agreement are incorporated into this AUP by reference for all purposes as if fully set forth verbatim; terms and abbreviations found in the Agreement retain the same meaning in this AUP.

I. Content and Content Selection 1. AW will provide to Affiliate Designated Affiliate Content (“DAC”) for use in creation and preparation of marketing materials in support of The Agreement. 2. AW will provide Affiliate a Designated Affiliate Account (“Account”) on the AW site for use in selecting and using DAC. Affiliate may choose any DAC visible through the Account, but Affiliate shall not use any Content other than that which is available through the Account. 3. Each Affiliate will be assigned to one or more Content Groups (“Groups”), which will determine what Content Affiliate may access as DAC. AW may assign or re-assign membership in Groups at its discretion. AW is not required to inform Affiliate of any criteria used in determining Group membership, but will notify Affiliate by email if Group assignments are modified in such a way as to impact DAC which is available to Affiliate. 4. Affiliate may use discretion in packaging DAC for presentation to potential customers, subject to the terms of this AUP. 5. “Set” means any released group of still photographs of a single model, or group of models, appearing on a single “Images and Video” page in the DAC. a. Affiliate may use a total of twenty (20) Sets from among those available in DAC for use in all concurrent Affiliate's marketing activities. b. Affiliate may use a total of thirty (30) individual images from a single Set in DAC for use in all marketing activities. 6. AW shall maintain a list of models that may not be used for promotion for any reason at the URL http://www.abbywinters.com/nofree.php. This list shall be updated asneeded; Affiliate shall check this list to ensure that Affiliate does not use a listed model or set for promotion. In general, AW shall not make such “no free” models available through the Account; however, on any occasion in which errors may occur, it shall be the Affiliate’s responsibility to check the “no free” list when selecting DAC. 7. AW may occasionally withdraw Content from circulation and add that model to the “no free” list. When AW makes such a change, it shall notify Affiliate by email that said previously available model has been added to the “no free” list. If Affiliate has made use of said model, Affiliate must take down, remove, or 8. destroy, or cause to be taken down, removed, or destroyed, any and all marketing materials featuring such models.


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II. Content Presentation 1. Affiliate may use any format or method of presentation of DAC that, in his or her judgment, will effectively induce viewers to purchase subscriptions, or other products and services, from the Site. 2. All DAC shall be branded with AW copyright indicia. Affiliate may make reasonable modifications to still photographs to facilitate presentation and display. In general, AW prefers that all copyright indicia be left in place. Where copyright indicia must be removed for reasons of visual appeal, the page or other marketing material must clearly and visibly indicate that the photographs that have been so modified are copyrighted by AW, and the year of their copyright. 3. When displaying a complete photograph, all copyright indicia must be displayed intact, without alteration. 4. AW may provide with each model or Set pre-approved biographical information, including name, occupation, interests, and other details. When provided, Affiliate may not modify or otherwise update such biographical information without prior approval from AW. 5. Affiliate may modify still photographs for presentation consistent with the guidelines of this AUP. For example, the Affiliate may crop, resize, or resample still photographs as needed. Additional presentation elements may be added, such as visual depictions of tape affixing the photograph to a bulletin board, or other decorative or creative enhancements. 6. Affiliate may not modify AW still photographs in such a way as to fundamentally alter the look or artistry of the photograph. For example, Affiliate may not airbrush, color balance, or otherwise modify visual elements of AW DAC except as expressly permitted in Section II.7. 7. Affiliate may never obscure AW’s copyright indicia with Affiliate’s own brand in such a way as to mislead a viewer into believing that the viewer is not looking at an AW photograph, or other product. Co-branding a photograph may be permitted at AW’s sole discretion and by AW prior approval only. Co-branding any DAC without prior AW approval is strictly prohibited. 8. All presentation of DAC shall be tasteful and present models as respectable adults. Use of any derogatory or negative terms or references to AW models, such as “bitch,” “slut,” “cunt,” “whore,” “stupid,” or the like, is strictly prohibited. 9. Affiliate may promote other sites on the same pages or material where AW is promoted. AW does not authorize or limit Affiliate’s choices of such other sites or other material. However, all promotional efforts for any site displayed simultaneously with AW DAC must conform to Section II.9 (above) in reference to models of other sites. If DAC appears on a page, no model on that page may be referred to in a negative or derogatory light, whether from AW or another site. 10. Affiliate shall at all times designate all marketing efforts with labels and in-line HTML tags provided and promulgated by the Internet Content Rating Association (ICRA, http://www.icra.org/). 11. Affiliate shall make all reasonable efforts to insure that AW’s Content, products, and services is not marketed to any person younger than 18 years of age. Affiliate may never directly market AW’s Content, products, or services to anyone under 18 years of age, even if such sale is legal in that jurisdiction. 12. Affiliate shall never use Bulk Unsolicited Commercial Email (“spam”) to market any site. However, Affiliate may operate “opt-in” mailing lists.


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13. Affiliate may not make use of free hosting services (“freehosts”) that add banners, popups, pop-unders, or other advertising to Affiliate’s page. 14. Affiliates shall enter all URLs advertising AW material into a URL database. Said database shall be accessible to Affiliate via a web form, where the Affiliate enters Affiliate’s four-digit “Aff ID” and any URLs that display AW DAC. 15. Affiliate may not promote AW using, or along side, web page text or metadata (including hidden keywords for search engine ranking) that are prohibited by the Association of Sites Advocating Child Protection (ASACP) or are otherwise generally associated with child pornography. A list of prohibited words can be found at http://www.asacp.org/page.php?content=terms2, and is incorporated herein by reference. AW may announce the prohibition of additional words, phrases, and terms, as conditions warrant. 16. AW shall maintain a list of sites known to pirate AW material, or known to have business relationships with sites that pirate AW material. Affiliates are prohibited from advertising listed sites on any page containing AW DAC. This list shall be posted at http://www.abbywinters.com/main.php?page=pirates and may be updated at AW's discretion.

III. Trademark Use 1. AW may, in its discretion, make artwork available to Affiliate for use in marketing effort that displays, reproduces, uses, or otherwise performs AW trademarks. Such Designated Affiliate Trademark Properties (“DATP”) shall at all times remain the property of AW. 2. All use of DATP shall in general be presented in such a way to maintain and protect its integrity as a trademark, as well as maintain the respectful tone of presentation required by Sections II.9 & 10 of this AUP. While in general AW will not require preapproval of use of DATP in a specific marketing effort, AW reserves the right to require modification of inappropriate displays of its Trademark and/or copyrighted Properties at its sole discretion. 3. Use of “abbywinters” in a domain name without the prior written permission of AW is prohibited.

IV. Penalties 1. Penalties for violations of various sections of this AUP shall be enforced upon an Affiliate at such time as violations are discovered. Where indicated, AW may, at its sole discretion, issue warnings to Affiliate to correct or resolve violations of the AUP. If Affiliate fails to remedy such violations in a timely manner, AW may, at its sole discretion and option, terminate the Agreement. 2. In other cases, AW shall levy monetary and/or other penalties to prevent such violations, such as the following: a. Violation of Section I.2 – Using Content not available through DAC – $500 fine if not corrected within 72 hours from e-mail notice. b. Violation of Section I.3 – Using Content not available through Groups – $300 fine if not corrected within 72 hours from e-mail notice. c. Violation of Section I.5 – Maximum number of sets – $100 fine if not corrected within seven (7) days from e-mail notice.


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d. Violation of Section I.6 – Maximum number of images – $100 fine if not corrected within seven (7) days from e-mail notice. e. Violation of Section I.8 – Maximum number of videos – $200 fine if not corrected within five (5) days from e-mail notice. f. Violation of Section I.9 – Use of models on the “no free list” – forfeiture of all amounts due; immediate termination g. Violation of Section II.9 – Respectful Presentation – $1,000 fine and termination if not corrected within twenty-four (24) hours of e-mail notice. h. Violation of Section II.10 – Respectful cross-promotion – $800 fine and termination if not corrected within twenty-four (24) hours of e-mail notice. i. Violation of Section II.11 – ICRA tagging – $500 fine if not corrected within forty-eight (48) hours of e-mail notice. j. Violation of Section II.12 – Marketing to persons under 18 years of age – immediate termination AND forfeiture of all amounts due at the time of violation. k. Violation of Section II.13 – Spam – immediate termination AND forfeiture of all amounts due at the time of violation. l. Violation of Section III.2 – Use of Trademarks – $500 fine if not corrected within forty-eight (48) hours of e-mail notice. m. Violation of Section II.17 - Sites that Pirate - Immediate termination and forfeiture of all monies owed. 3. Subsequent offences for same or similar breaches will result in, at the sole discretion of AW administration, immediate termination of the Agreement, and – forfeiture of all amounts due.


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V. Contact Information 1. Affiliate shall “whitelist” or otherwise exempt from anti-spam measures email coming from the following domain names. These domains are used for communication with Affiliate, and may contain official notices of AUP updates, content restrictions, or other important notices. @abbywinters.com @gmbill.com @gmedia.com.au 2. Affiliate shall contact AW at [email protected] for all formal requests and issues. While other email addresses may receive responses, this address will insure that your request is properly handled without fail or delay, and that your request is properly logged and recorded.


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Affiliate Payment Agreement between GMBill Pty Ltd. www.gmbill.com PO Box 343 Fitzroy 3065 VIC Australia And [Affiliate [Affiliate [Affiliate [Affiliate [Affiliate


I. Recitals 1. GMBill Pty Ltd. (hereinafter “GMBill”) provides billing services for websites. 2. GMBill’s services to websites (hereinafter “Websites”) for which it provides billing including paying “affiliates” or marketing partners under those sites’ promotional programs. 3.

4.

5.

6.

7.

[Affiliate] (hereinafter “Affiliate”) generates internet traffic, composed of persons interested in looking at and/or purchasing content similar to that which is created and marketed by Websites. Affiliates market Website products and services, and have entered into separate agreements with one or more Websites to promote those Websites’ products and services. GMBill, as designated by Website as payment agent for such promotional programs (hereinafter “Affiliate Programs”), accepts the obligation to pay Affiliate(s) in amounts specified as due under Affiliates’ contracts with Websites. GMBill and Affiliate hereby enter into, and agree to be bound by, the terms of this agreement (hereinafter, “the Agreement”), in execution of the mutual duties they have to each other and to Website(s). GMBill and Affiliate agree that this Agreement is non-exclusive in nature. GMBill may enter into agreements with other affiliates, and Affiliate may enter into agreements with other billing service providers. GMBill is not limited in the number or kinds of agreements into which it may enter; Affiliate is similarly not limited in the number or kind of agreements into which it may enter.

II. GMBill’s Responsibilities 1. GMBill provides billing services to Websites under terms of a separate agreement. 2. GMBill has been informed of the necessary details of Affiliate’s agreement with Website to facilitate performance of this Agreement. Details of Affiliate’s agreement


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3.

4. 5. 6.

with Website that do not relate to the performance of this Agreement have not been disclosed to GMBill. GMBill is not a party to any agreement between Affiliate and Website. GMBill shall pay to Affiliate monies collected by GMBill on behalf of Website and due to Affiliate under Affiliate’s agreement with Website, according to terms communicated to GMBill by Website. GMBill shall maintain such accurate records of payment collection and disbursement as may be necessary to audit performance of this Agreement. GMBill shall provide Affiliate with a World Wide Web-based tool to view, review, and audit account information necessary to the performance of this Agreement. GMBill shall resolve all errors in payment, non-payment, or payment amount, within a reasonable amount of time after being notified of such error. Where a dispute may arise in accounting result, GMBill shall timely investigate said dispute, and report to Affiliate with the results of the investigation.

III. Affiliate’s Responsibilities 1. Affiliate shall provide GMBill with accurate information to facilitate timely performance under this Agreement. 2. Where Affiliate has failed to provide accurate information, such as incorrect account numbers, routing numbers, or other information, or where Affiliate has failed to provide GMBill with documentation required under this Agreement, GMBill may, at its sole discretion and option, withhold payments due to Affiliate until such time as said issues are resolved. Once said issues are resolved, GMBill shall timely release any and all pending funds to Affiliate. 3. GMBill shall establish appropriate rules and procedures for paying Australian Goods and Services tax (hereinafter “GST”) where it applies. Affiliate, if subject to GST, agrees to comply with GMBill’s rules and procedures for complying with applicable tax regulations. 4. Affiliate shall notify GMBill of any discrepancies, errors, or omissions in payments made to Affiliate in performance of this Agreement within 15 calendar days of the date of payment. If Affiliate fails to notify GMBill of any dispute, discrepancy, error or omission within 15 calendar days of payment, Affiliate irrevocably agrees to the correctness of said payment. 5. Affiliate shall provide to GMBill originals or copies of such identity documents as GMBill may from time to time require. Said documents shall be held by GMBill in confidence, and shall only be released to third parties in accordance with lawful requests or court orders.

IV. Consideration 1. GMBill is compensated for its services under the terms of its separate agreement with Website. This Agreement is intended to facilitate performance of GMBill’s obligations under that agreement. 2. Affiliate is compensated for its services under the terms of its separate agreement with Website. This Agreement is intended to facilitate performance of Affiliate’s obligations under that agreement, to the extent that they overlap with services provided to Website by GMBill.


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3. Except as specified elsewhere in Section V of this Agreement, Affiliate shall not owe to GMBill any valuable compensation for its performance under this Agreement, said compensation being paid by Website under the terms of GMBill’s agreement with Website.

V. Payment 1. GMBill shall maintain a Schedule of Payment Services (hereinafter “SPS”), which shall outline payment frequency, disbursement options, and necessary informational details, offered to Affiliate to facilitate GMBill’s payment of amounts due to Affiliate under this Agreement. The SPS is incorporated herein by reference as if fully set forth verbatim for all purposes. 2. GMBill may, at its sole option and discretion and upon 30 days notice sent by email, amend the SPS.


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VI. Term and Termination 1. The term of this Agreement shall be the shorter of a) or b), or the date of c) exclusive of a) or b): a. the term of GMBill’s agreement with Website; or b. the term of Affiliate’s agreement with Website; or c. the effective date of any separate agreement between Affiliate and Website that would relieve GMBill of its obligations under this Agreement, and the agreement between GMBill and Website. 2. Termination of this Agreement in all three cases shall in all cases be automatic and without notice. 3. This agreement shall terminate upon 10 days’ notice to the registered email address of Affiliate, if the account remains inactive, meaning no traffic activity and no sales, for six months.

VII. Confidentiality 1. The terms of this Agreement are confidential. Neither party shall disclose to any third party the terms of this Agreement; however, GMBill may use mass email, with addressees hidden, to communicate changes to various Addenda to this Agreement that affect all participating Affiliates. 2. All intellectual property created or licensed under this Agreement remains the property of its owner. This Agreement does not transfer any intellectual property rights or any other rights to or from any party except as defined in this Agreement. 3. All subscriber information, customer lists, demographics, or other information shall be the exclusive property of GMBill, and shall be held confidential at all times.

VIII. Severability 1. If any part of this Agreement is found invalid or inoperable, that section shall be severed from the Agreement, to the minimum extent possible to comply with applicable law.


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IX. Laws, Jurisdiction, and Venue 2. This Agreement shall be construed according to the laws of Victoria, Australia. 3. The parties agree to submit to the exclusive jurisdiction of the courts of Victoria, Australia, for any judicial resolution of any dispute arising from this Agreement. 4. The parties agree that the venue for adjudication of any dispute arising from this Agreement shall be Victoria, Australia.

X. Complete Agreement This document represents the complete Agreement between GMBill and Affiliate. Any modification to this Agreement must be in writing. This document supersedes and nullifies all previous agreements, whether oral or in writing.

Executed this ________ day of __________, __________ by Affiliate:

Void – do not sign Signature [Affiliate [Affiliate [Affiliate [Affiliate [Affiliate


Executed this ________ day of __________, __________ by GMBill:

Void – do not sign Signature Affiliate Administrator GMBill Pty Ltd. PO Box 343 Fitzroy 3065 VIC Australia


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Schedule of Payment Services Version 1.0 January 1, 2006 This Schedule of Payment Services (“SPS”) is issued in conjunction with an Affiliate Payment Agreement (“Agreement”) of even date, signed by you as Affiliate, and an authorized representative of GMBill Pty Ltd., representing GMBill.com (“GMB”). The authority to issue and update this SPS at GMB’s sole discretion is granted to GMB in Section III “Affiliate’s Responsibilities”. Unless otherwise specified, all monetary figures in this SPS are in United States Dollars (USD).

I. Payment Schedule 1. The Normal payment time is 10:00am, Australian Eastern Standard Time, each Wednesday. 2. GMBill shall disburse to Affiliate amounts at a frequency selected by Affiliate, through tools designated by GMBill. 3. The shortest payment period is weekly 4. Payments will be for transactions completed by midday on the previous Sunday. 5. The minimum payout figure is $100. If a payment is scheduled, but the balance is below $100, the payment will not be made until the balance is above $100, and the payout is scheduled again. 6. If any payment date shall fall on national or bank holiday in Victoria, Australia, or any other day which is not customarily a business day, then payment shall be made on the following business day that is a Normal business day.


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II. Payment Methods 1. Affiliate shall supply detailed and correct payment information to GMBill before a scheduled payout. 2. GMBill staff will verify the correctness of Affiliate supplied payout details, and reject details that appear incorrect. Affiliate will be required to re-submit payout details, before payment can be made. 3. Affiliate shall select at will, through tools supplied by GMBill, the method of payment. GMBill will payout to the account selected, without question or confirmation. 4. Affiliate shall pay to GMBill specified fees for using a specified method of payment. 5. Said fees shall be deducted from GMBill’s payout to Affiliate, for each period. a. EFT (wire): $42.00 b. www.epassporte.com virtual Visa: $0.00 c. Paper cheque and postage (drawn in Australian Dollars on an Australian bank): $0.00 6. Affiliate shall pay to GMBill, through deductions from amounts due, such other fees as specified in this SPS. a. Paper cheque cancellation (stop payment): $35.00 b. Paper cheque re-issue: $29.00 c. Chargeback of credit card (such as through fraud): Original Commission d. Failed wire: Any fee associated with the failed wire, plus any fees associated with retransmitting said wire

-End.


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