Techinline Affiliate Agreement

This Affiliate Program Agreement ("Agreement") is made and entered into between Techinline Ltd, a United Kingdom corporation doing business as Techinline and having its principal place of business at 5 Jupiter House, Calleva Park, Aldermaston Reading, Berkshire, RG7 8NN, United Kingdom ("Techinline") and you, an affiliate of Techinline Affiliate Program ("You", "Your", "Affiliate").

By submitting an application and participating in the Techinline Affiliate Program, You are agreeing to the terms and conditions in this Agreement. This Agreement becomes effective upon Techinline's approval of your application as indicated by email notification to you from Plimus, a third-party marketing program service provider. This Agreement constitutes the entire terms and conditions between Techinline and You applying to your participation in the Techinline Affiliate Program.

1. Definitions

• (a) "Techinline Affiliate Program" shall mean the business relationships governed by this agreement in Techinline pays Affiliates for Referred Customers.
• (b) "Customer" shall mean those third-party individuals and entities not affiliated with You who purchase Services from Techinline.
• (c) "Link" shall mean an online banner, textual links and other online advertisements and media that refer Customers to the Services from your website or other promotional vehicles.
• (d) "Services" shall mean the then-current services offered at Techinline's website at www.techinline.com, as modified by Techinline from time to time.
• (e) "Referred Customer" shall mean a Customer You refer to Techinline as a result of clicking through a Link provided by You. A Referred Customer from Your website must complete a Service purchase within a one year period after clicking the Link.
• (f) "Advertising" shall mean any graphical, audio or textual elements you display promoting the Services through which a Customer may be referred to Techinline.
• (g) "Email Advertising" shall mean any Advertising contained within an email message.
• (h) "Techinline Site" shall mean the website currently located at www.techinline.com and any other site made available to you by Techinline for use in Advertising.
• (i) "Plimus" shall mean the third-party marketing program provider whose services can currently be found at www.plimus.com.
• (j) "Number of Orders" shall mean the number of new purchases completed by Referred Customers.

2. Commissions

You will receive a 15% commission for initial and recurring orders referred through your affiliate links. For a sale to generate such a commission, the customer must complete the purchase of the Techinline service through the Plimus order process. The referred customer must have the affiliate "cookie" in their PC at the time of purchase.

The "cookie" is required only for the initial purchase, and commission from recurring payments will automatically be credited to you.

The "cookie" is only placed on a user's PC when they follow your correctly structured and coded affiliate link using a web browser that supports storing cookies. Word of mouth and/or other types of referrals that do not follow your affiliate link will not result in a commission.

The affiliate is solely responsible for using a correctly structured and coded affiliate link to refer potential customers.

You acknowledge that if the customer removes or blocks the "cookie" from his/her PC before the purchase, your commission may not be correctly tracked.

3. Required number of orders

You acknowledge and agree that You must provide a Minimum Number of Orders. Techinline sets the Minimum Number of Orders to 1 new order per month. Techinline may terminate this Agreement immediately if You do not provide the Minimum Number of Orders for 2 consecutive months.

4. Terms and Termination

• (a) You agree that this Agreement becomes effective once You have submitted your application to the Techinline Affiliate Program and agreed to the terms and conditions governing Your relationship with Plimus. This Agreement will continue in effect until it is terminated in accordance with this Section.
• (b) You may terminate this agreement for any reason at any time by notifying Techinline in writing directly or through Plimus.
• (c) Techinline may terminate this agreement for any reason at any time without liability with 7 days notice by notifying You directly or through Plimus.
• (d) Techinline may terminate this agreement immediately if you materially breach this Agreement or Techinline believes, in its sole discretion, that Your Advertising violates any law or is unacceptable or misleading in any way. Upon receipt of such notice of termination, You agree to immediately remove all Techinline Advertising and related promotional materials from Your website.
• (e) Techinline will notify You if it is determined that Your Advertising is unlawful, unacceptable or misleading in any way. If You refuse or are unable to modify Advertising according to Techinline's request, Techinline may terminate this agreement immediately and You agree to immediately remove all Techinline Advertising and related promotional materials from Your website.
• (f) Upon notification to You by Techinline of termination without breach, You will have 7 days to remove all Techinline Advertising from Your website or other promotional materials. You will continue to be credited for Referred Customers within those 7 days. After those 7 days, Your Agreement is terminated. A new Agreement with You may be entered into at a later time should You and Techinline mutually agree.

5. Non-Exclusivity

You acknowledge and agree that Your right to refer Customers to Techinline is non-exclusive, and that Techinline reserves the right to offer any of its Services to any customers in the world, and to appoint any third party to do so, without giving You notice thereof and without incurring any liability to You.

6. Referral Terms and Payments.

• (a) Services. Techinline agrees to offer Services to Customers upon the terms and conditions as determined by Techinline in its sole discretion. Techinline may, in its sole discretion, (i) discontinue any of the Services and (ii) make such changes affecting their substance or pricing without incurring any liability to You.
• (b) Payment. For each Referred Customer You deliver to Techinline, You shall receive a referral fee from Techinline in the amounts set forth on the Plimus web site. Referred Customers and referral fees will be tracked, reported, calculated and remitted to You by Plimus in accordance with Your agreement with Plimus.

7. Techinline's Responsibilities.

Techinline shall provide You with the following:

• (a) Text and image Advertising with associated Links via the Plimus website.
• (b) Background information on the Techinline website and Services via the Plimus website.
• (c) Contact information for Techinline employees responsible for the management of the Techinline Affiliate Program.
• (d) Active tracking of Referred Customers as reported through the Plimus website.

8. Your Responsibilities

As outlined in Section 4 above, Techinline may terminate this Agreement immediately if Techinline determines, in its sole discretion, that Your website or other promotional Advertising on behalf of Techinline is unsuitable for any reason. Examples of unsuitable websites include but are not limited to:

• (a) Sites that are under construction and are not "live".
• (b) Sites that promote, contain or link to sexually explicit materials, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or other criteria.
• (c) Sites that promote violence.
• (d) Sites that promote illegal activities.
• (e) Sites that violate intellectual property rights or violate any local, state, federal or other law or regulation.
• (f) Sites that contain any libelous, defamatory or disparaging materials.
• (g) Sites that send unsolicited emails.
• (h) Sites that have the potential to mislead customers through content or by redirecting them.
• (i) Sites that have excessive use of pop-ups or pop-unders.
• (j) Sites or Advertising that offers or relies on downloaded software of any kind.

9. Use of Marks.

Techinline may provide You with certain logos, service marks, trademarks, trade names, and/or graphics for Your use in connection with Your performance hereunder (collectively the "Marks"). You must use Marks exactly as provided by Techinline to promote Techinline as outlined in this Agreement. If You would like to use Marks not created by Techinline, or modify the Marks generated by Techinline in any way including but not limited to resizing, editing or reformatting Marks, You must obtain Techinline's prior written consent. You must adhere to Techinline's standards for displaying the Marks. New standards for the display of the Marks may be implemented by Techinline from time to time. It is Your responsibility to ensure that all requested changes are adhered to in Your Advertising. Subject to the terms and conditions of this Agreement, Techinline grants You a non-exclusive, non-transferable, non-sublicensable, revocable license to reproduce display the Marks and such other images for which Techinline grants express written permission, solely for the purposes of identifying You as a participant in the Program and solely pursuant to this Agreement. You acknowledge and agree that all goodwill generated by Your use of the Marks inures exclusively to Techinline. You agree not to utilize or apply for registration of any trademark or tradename which may be confusingly similar to the Marks. You further agree that no use of Techinline's Marks as keyword search terms or within the URL of pages You maintain is authorized without prior written consent. Techinline reserves all of rights, title and interest in and to the Marks, the message, any other images.

10. Changes to this Agreement.

Techinline reserves the right to make changes to the Techinline Affiliate Program at any time. Such changes will be communicated through the Techinline Site.

12. Status and Independent Contractor.

The relationship between Techinline and You is that of an independent contractor and nothing herein contained shall be deemed to establish or otherwise to create a relationship of principal and agent, partners, fiduciaries, or joint ventures between Techinline and You. You represent that You are an independent contractor who will not be deemed an agent of Techinline for any purpose whatsoever and neither You nor any of Your agents or employees will have any right or authority to assume or create any obligation of any kind, whether express or implied, on behalf of Techinline.

13. Respresentations and Warranties.

Both parties represent and warrant that: (i) they have all requisite corporate power and authority to execute, deliver and perform its obligations hereunder, (ii) they shall comply with all laws and regulations applicable to the performance of its obligations hereunder, (iii) they shall treat Customer personally-identifiable information in accordance with a privacy policy that conforms with the AICPA's Generally Accepted Privacy Principals and further within the privacy policy posted at http://www.techinline.com, (iv) You will not pass any tracking variable through Plimus and to the Techinline website which itself is Customer personally identifiable information, (v) they are not a party to any agreement with a third party, the performance of which is reasonably likely to affect adversely its ability to perform its obligations hereunder. TECHINLINE MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SERVICES (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. IN ADDITION, TECHINLINE MAKES NO REPRESENTATION THAT THE OPERATION OF THE TECHINLINE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND TECHINLINE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

14. Indemnification.

Each party shall indemnify, defend and hold the other party and its directors, officers, employees, shareholders, agents, sub-contractors, representatives and affiliated companies (each a "Protected Party") harmless from and against any and all claims, actions, suits, damages, injuries, losses, deficiencies, liabilities, obligations, commitments, causes of action, costs or expenses of any kind or nature (including reasonable legal and other expenses incurred in investigating and defending against the same, and interest) incurred by such Protected Party resulting directly (and not indirectly, incidentally, specially or consequentially) from (i) the other party's breach of the representations, warranties, and obligations hereunder, and (ii) the other party's negligence or willful misconduct. Furthermore, each party shall notify the other party of any legal claim, demand, right or cause of action asserted, instituted or threatened against the other party that arises from or in connection with this Agreement. The terms of this Section shall survive the termination of this Agreement.

15. Limitation of Liability.

IN NO EVENT SHALL TECHINLINE OR ITS SUPPLIERS BE LIABLE UNDER THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES OR TECHINLINE'S PERFORMANCE HEREUNDER, EVEN IF TECHINLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, TECHINLINE'S ENTIRE LIABILITY UNDER THIS AGREEMENT AND TECHINLINE USE OF THE MARKS SHALL BE LIMITED TO THE REFERRAL FEES PAID DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

16. Authority to make representations.

You are authorized to represent to Customers only such facts about the Services as techiline.com itself states on its website or as it makes available to You via Plimus. Nothing in this Agreement shall be construed to give You authorization and You shall not be authorized to make any warranty for the Services.

17. Incentives.

Techinline reserves the right in its sole discretion to approve each instance of any incentive that You might offer customers for purchasing Services from Techinline. You will not be authorized to use incentives in Advertising promoting Techinline Services until You get prior written consent from Techinline, which may be withheld in its sole discretion.

18. Surviving Obligations and Limitations.

Neither the termination nor expiration of this Agreement nor the termination of any of the agreements referred to in this Section shall release either party from the obligation to pay any monies that may be owing to the other party or operate to discharge any liability that had been incurred by either party prior to any such termination or expiration. The following provisions shall survive expiration or termination of this Agreement: Section 1(a) (Definitions), 4 (Term and Termination), 6 (Referral Terms and Payments), 13 (Representations and Warranties), 14 (Indemnification), 15 (Limitation of Liability), 18 (Surviving Obligations and Limitations), and 20 (General).

19. Notices.

Any notices given under this Agreement shall either be in writing, via email between You and a representative of Techinline authorized to manage the Techinline Affiliate Program, or via communication between You and Techinline using any communication tool available through Plimus.

20. General.

• (a) Publicity. You shall not create, publish, distribute or permit any written material or make a public statement that makes reference to Techinline without first submitting such material or disclosure to Techinline and receiving Techinline's written consent which may be withheld in its sole discretion.
• (b) Miscellaneous. (i) Neither the rights nor the obligations arising under this Agreement are assignable or transferable by You, and any such attempted assignment or transfer shall be void and without effect; (ii) each party shall be excused from any delay or failure in performance hereunder, except the payment of monies by either party, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, floods, lightning, labor disputes and strikes, other labor or industrial disturbances, riots, war, acts of terrorists, insurrections, embargoes, blockages, regulations or orders of any government, agency or subdivision thereof, shortages of materials, rationing, utility or communication failures, casualty, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay; provided that such party shall give notice of such force majeure event to the other party as soon as reasonably possible; (iii) the descriptive headings of this Agreement are intended for reference only and shall not affect the construction or interpretation of this Agreement; (iv) in construing the terms of this Agreement, no presumption shall operate in either party's favor as a result of its counsel's role in drafting the terms hereof; (v) this Agreement constitutes the complete, final and exclusive statement of the terms of the Agreement between the parties pertaining to the subject matter hereof and supercedes all prior agreements, understandings, negotiations and discussions of the parties including, but not limited to, any previous executed non-disclosure agreements; (vi) any modifications or waivers of this Agreement must be in writing and signed by both parties hereto and the failure of either party to insist upon the performance of any of the terms, covenants, or conditions of this Agreement or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any rights, and the obligations of the party with respect to such future performance shall continue in full force and effect; and (vii) if a provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be amended to achieve as nearly as possible the same effect as the original provision, but if such amendment is not possible, then such provision shall be severed, and in either case, the remaining provisions or parts thereof shall remain in full force and effect.

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