AccessDome Affiliate Program Agreement

Affiliate Agreement

This Agreement contains the complete terms and conditions which you (the "Affiliate") agree to be bound by as a participant in the AccessDome ("Access") Affiliate 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 Affiliate Program".

1.02 Access intends to promote the Program electronically using, in part, third party Affiliates 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 Affiliate 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 Affiliate shall diligently and continuously market and advertise the
Program through the Internet, at its sole cost and expense.

2.03 The Affiliate 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. Affiliate Compensation

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

3.02 The Affiliate 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 Affiliate showing the Affiliate'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. Affiliates 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 Affiliate agrees to assume Access's cost of processing the payment.

3.04 Upon written request and at the Affiliate's expense, the Affiliate 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. Relationships of Parties

4.01 While the parties shall work hand-in-hand for the benefit of both, the parties
acknowledge and agree that the Affiliate 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 Affiliate 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 Agreement

6.01 In the event that the Affiliate 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 Affiliate 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 Affiliate whose number of Members registered is less than 50 in a 12-month period by giving the Affiliate 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 Affiliate 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 Affiliate 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 Affiliate, its only recourse is to terminate this Agreement. The Affiliate continued participation in the Program following the said posting of a change notice or new agreement shall constitute binding acceptance by the Affiliate 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 Affiliate 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 Affiliate) 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 Affiliate acknowledges that it has reviewed this Agreement and agrees to all its terms and conditions. The Affiliate 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 Affiliate's Web site. The Affiliate 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.

Your Compensation is calculated as follows:

Note: You will generate reoccurring revenue every 90 days based on the total accumulated Stars at the end of each period.

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