All Good Web Sales Referral Agreement

April 5, 2009

This agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the AllGoodWeb.com Affiliate Program (the "Program"). As used in this agreement, "we" means Bogart Computing, LLC (owner of the AllGoodWeb.com website), and "you" means the applicant.

Our Responsibilities

We shall have the sole right and responsibility for processing all orders made by customers. We will prepare order forms; process payments, cancellations, and returns; and handle customer service. You acknowledge that all agreements relating to sales to customers shall be between us and the customer.

Commissions

We agree to pay you a commission, at the rate set forth below, on net sales to customers of our AllGoodWeb.com website subscription product. For purposes of this agreement, "net sales" shall mean the amount invoiced to the customer minus shipping and handling charges, discounts, mark downs, taxes, duties, returns, bad debt and collection expenses, credit card fees and fraud, and royalties to content providers.

Commission Schedule

AllGoodWeb.com is a subscription-based product. We will pay you commissions on the net sales amount (defined above) according to the following rates: * Ten percent (10%) of net sales on up-front fees * Ten percent (10%) of subscription fees collected over time

Policies and Pricing

Customers who buy products through this program will be deemed to be customers of AllGoodWeb.com. Accordingly, all AllGoodWeb.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Your Responsibilities

You will be solely responsible for the development, operation, and maintenance of your marketing efforts.

Term of the Agreement

The term of this agreement will begin upon our acceptance of your program application and will end when terminated by either party. Either you or we may terminate this agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commissions on our sales of qualifying products occurring during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Modification

We may modify any of the terms and conditions contained in this agreement, at any time and in our sole discretion, by sending you the new terms via email. Modifications may include, for example, changes in the scope of available commissions, commission schedules, payment procedures, and program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties

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 anything in this section.

Disclaimers

We make no express or implied warranties or representations with respect to the program or any products sold through the program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Representations

Each party represents to the other that it has the authority to enter into this agreement.

Indemnification

You hereby agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) relating to the development, operation, maintenance of your marketing efforts.

We hereby agree to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) relating to a defect in any of our products.

 

Limitation of Liability

In no event shall we be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement will not exceed the total commissions paid or payable to you under this agreement.

Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

General

This agreement will be governed by the laws of the United States and the state of New Hampshire, without reference to rules governing choice of laws. Any action relating to this agreement must be brought in the federal or state courts located in Manchester, New Hampshire, and you irrevocably consent to the jurisdiction of such courts. 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.