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Business Partner Agreement

This Agreement contains the complete terms and conditions which you (the "Partner") agree to be bound by as a participant in the ("Access") partner program (the "Program") and which shall apply once your application to participate in the Program has been accepted by Access.

ARTICLE 1. Introduction

1.01 Access is the sole and exclusive owner of all right, title and interest including all intellectual property rights in and to the contents, logos, style, design, look and feel, trade names and trademarks to a certain Program (including and all future versions thereof) called "AccessDome Partner Program"

1.02 Access intends to promote the Program electronically using, in part, third party Partners who will promote the Program via e-mail including links to Access Web site.

ARTICLE 2. Participation & Representation

2.01 Access hereby grants to the Partner the non-exclusive and revocable right to market and advertise the Program and to establish links to Access Web site, the whole in accordance with this Agreement.

2.02 The Partner shall diligently and continuously market and advertise the Program through the Internet, at its sole cost and expense.

2.03 The Partner represents and warrants to Access that this Agreement has been duly and validly executed and constitutes and shall continue to constitute a legal obligation, enforceable in accordance with its terms.

ARTICLE 3. Partner Compensation

3.01 If, as a result of a direct advertising effort of the Partner, a referred individual joins the Access Community Membership Program (the "Member), Access shall pay the Partner an amount determined in accordance with the Partner Compensation Schedule which follows this Agreement and which forms an integral part of it.

3.02 The Partner shall be responsible for reporting the Compensation to its taxation authorities as required by law.

3.03 Access shall post and maintain, on a current basis, a designated password-protected Web page for each Partner showing the Partner's participation in the Program including number of community members referred by r/him and an estimate of the Compensation owing to r/him. Access shall, on or about the 15th day past the payment period of each 90 days, mail the compensation representing the amount payable in the previous 90-day period together with statistics of the number of referred Members. Partners may receive the compensation in either US or Canadian funds. For administrative convenience, Access will not issue checks less then $100.00 Canadian dollars unless the Partner agrees to assume Access's cost of processing the payment.

3.04 Upon written request and at the Partner's expense, the Partner may cause Access's books and records to be examined by an independent firm of chartered accountants to ensure compliance with this Agreement. The firm of chartered accountants utilized shall limit the scope of their examination to the relevant information regarding the Compensation and shall keep private and confidential all information obtained in the course of the said examination.

ARTICLE 4. Relationship of Parties

4.01 While the parties shall work hand-in-hand for the benefit of both, the parties acknowledge and agree that the Partner shall, from a legal perspective, act as and shall be an independent contractor and not an employee or agent of Access. Nothing in this Agreement shall create a partnership, joint venture, agency, or franchise between the parties in the legal sense of these terms. The Partner shall not sign any document in the name of or on behalf of Access nor shall it hold itself out as being an agent of Access or as having apparent authority to contract for or bind Access.

ARTICLE 5. Limitations of Liability

5.01 In no event shall Access be liable for special, incidental, consequential or punitive damages, including, without limitation, any damages resulting from loss of profits, loss of business or loss of goodwill arising out of or in connection with this Agreement, whether or not such party has been advised of the possibility of such damages. Access shall not be liable for any damages if, for any reason whatsoever, its Web site fails or is non-operational for any reason whatsoever.

ARTICLE 6. Terms of the Agreement

6.01 In the event that the Partner breaches any of the undertakings or obligations set forth in this Agreement and does not remedy same within 7 days notice from Access, it shall automatically forfeit the compensation then receivable or receivable at any time in the future. Access shall, in addition, have the right to terminate this Agreement and shall retain all other rights and remedies available to it at law or in equity.

6.02 This Agreement shall automatically terminate if the Partner ceases to actively promote the Member program for a period of 60 days. Access shall have the right but not the obligation to terminate this Agreement with a Partner whose number of Members registered is less than 150 in a 12-month period by giving the Partner 30 days notice of termination. In such cases the compensation owing, representing the sums earned shall be paid even after termination of this Agreement. The Partner shall have the right to terminate this Agreement at any time upon written notice to Access.

ARTICLE 7. Modification of Agreement

7.01 Access may, in good faith, modify any of the terms and conditions contained in this Agreement (including the Partner Compensation Schedule), at any time and in its sole discretion, by posting a change notice or a new agreement on its Web site. Any changes to the Compensation rate or terms shall only come into force 30 days following posting. If any modification to this Agreement is not acceptable to the Partner, its only recourse is to terminate this Agreement. The Partner continued participation in the Program following the said posting of a change notice or new agreement shall constitute binding acceptance by the Partner of the change.

7.02 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 remain in full force and effect.

7.03 The Partner shall not assign, transfer or convey this Agreement or any part thereof to any other party without Access's consent, which shall not be unreasonably refused.

7.04 This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, legatees, executors, legal representatives, successors and assigns.

7.05 This Agreement represents the entire agreement between the parties and supersedes all prior negotiations, agreements and understandings, if any. For greater certainty but without restricting the aforementioned, information contained in any of the following shall not form part of this Agreement, namely: descriptions of the Program (including the descriptions of Compensation payable to the Partner) on Access's Web site(s); e-mail communications from Access or from any of its employees, officers or directors; in the Program, or in marketing/informational documents.

ARTICLE 8. Independent Investigation

8.01 The Partner acknowledges that it has reviewed this Agreement and agrees to all its terms and conditions. The Partner understands that Access may at any time solicit referrals on terms that may differ from those contained in this Agreement or operate Web sites that are similar to or compete with the Partner's Web site. The Partner has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee or statement other than as set forth in this Agreement.

ARTICLE 9. Miscellaneous Provisions

9.01 Any reference in this Agreement to gender includes all genders and words importing the singular number only shall include the plural and vice versa.

9.02 The insertion of headings and the division of this Agreement into Articles and Sections are for convenience reference only and are not to affect its interpretation.

9.03 Each of the parties hereto covenants and agrees that it shall execute and deliver such additional agreements and documents and do such acts and things as may be reasonably necessary fully and effectually to carry out the intent and purpose of this Agreement.

9.04 Time shall be of essence of this Agreement.

9.05 All notices, requests and other communications shall be deemed to have been received when posted by Access on its Web site. It shall also be deemed to have been received on the next business day if transmitted by telecopier, e-mail or any other form of electronic mail to the last known electronic address of the intended recipient.

9.06 This Agreement shall be governed by and construed in accordance with the laws of Ontario and the applicable laws of Canada and all disputes concerning this Agreement and the obligations assumed by the parties shall be resolved before such courts. The parties have required that this Agreement and related documents be drafted in English.




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