Allinta Affiliate Agreement

THIS IS A LEGAL AGREEMENT BETWEEN THE AFFILIATE AND ALLINTA. BY FILLING IN THE FORM FOR ALLINTA AFFILIATES THE AFFILIATE IS AGREEING THAT THEY HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND
THAT THE AFFILIATE AGREES TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND
CONDITION HEREIN.

This Agreement contains the complete terms and conditions that apply to the Affiliate becoming a
member of the ‘Allinta Affiliate Program’. The purpose of this Agreement is to allow linking
between the Affiliate's Web Site and the Allinta Web Site. This Agreement will become
effective upon Allinta's acceptance of the Affiliate's completed Affiliate Program Application
(the "Effective Date"). Allinta reserves the right to accept or reject the Affiliate's
application to the Affiliate Program solely in Allinta's discretion.

1. Linking to Allinta

• Links from the Affiliate Web Site
  The Affiliate agrees that within 30 days of the
  Effective Date of this Agreement, it will include Placements that link from the
  Affiliate's Web Site to the Allinta Web Site.
• Maintenance and Monitoring of Placements
  i. The Affiliate agrees to link only to those specific Web pages that Allinta
  Software designates in the Placements, and to use only the Placements
  provided for such purposes. The Affiliate may not modify or alter the
  Placements provided by Allinta in any way. The Affiliate may not
  "mirror" or "frame" any part of Allinta without the prior written
  authorization of Allinta.
  ii. Allinta has the right to monitor the content on the Affiliate's Web
  Site in a commercially reasonable manner as Allinta believes
  necessary to make sure that the Placements are appropriate and to ensure
  that the Affiliate's Web Site otherwise complies with the terms of this
  Agreement. Allinta has the right to notify the Affiliate of any
  reasonable changes that the Affiliate needs to make to comply with the
  Allinta guidelines for the use of the Placements, and to otherwise
  comply with the terms and intentions of this Agreement.
  iii. The Affiliate agrees to co-operate with Allinta in order to establish
  and maintain any Placements between the Allinta Web Site and the
  Affiliate's Web Site. The Affiliate agrees not to display any link pertaining to
  Allinta, for use as a link or otherwise, other than the Placements
  that Allinta provides to the Affiliate. If Allinta updates the
  Placements, the Affiliate will replace the old Placements with the new ones
  within a 24 hour period (excluding weekends and public holidays).
  iv. The Affiliate agrees that Allinta will be allowed to place an
  identifying tag in each Placement that will identify the origin of a user that
  arrives to the Allinta Site by clicking on the Placement.
• Payments of Referral Fees from Allinta to the Affiliate
  i. Allinta will pay a one time Referral Fee as set our in Schedule B of the
  payment received from any product purchaser (less any applicable taxes and
  required withholdings) for each Qualified Purchaser who enters the Allinta
  Site through Placements on the Affiliate's Web Site or in Email Newsletters.
  ii. Allinta will not pay Referral Fees for the registration of any previous
  purchasers of Allinta, even if the registration contains a different email
  address, credit card number, or other information different from the user's previous
  registration.
  iii. Payment of Referral Fees will be made on a monthly basis, by Allinta, and
  in accordance with their Affiliate Payment schedule. If the Affiliate's unpaid,
  cumulative monthly Referral Fee earnings are less than USD$100.00, they will be
  rolled to the following month. If this Agreement terminates, any Referral Fee due at
  the time of termination will be paid at the end of the month following termination.
  iv. With each payment, Allinta will provide the Affiliate with reports that will
  contain all necessary information as required to calculate the Referral Fees due to
  the Affiliate.
  v. Referral Fees will be paid to the Affiliate by way of a refund to a valid PayPal account
  provided by the Affiliate to Allinta.
  vi. Where any refund is provided to a purchaser of any Allinta product or service for
  whatever reason (including bank chargebacks), the previous payment made to the
  Affiliate is refundable to Allinta, firstly by deduction from the Affiliate monthly
  balance owing, and if any such balance owing is nil, then the Affiliate will upon
  demand repay any refunds owing or Allinta will charge the amount of the refund to
  the Credit Card number supplied by the Affiliate at the time of joining the program or
  as changed by the Affiliate from time to time.
  vii. Allinta will not pay any referral fees to any Affiliate where any form of
  fraud has been identified and any such identified attempt will be referred to
  authorities for immediate prosecution
  viii. If a customer buys allintaCMS at less than the suggested retail price, for example
  through the use of a discount voucher, or special offer, we will pay commission only on the
  reduced sale price.

3. Compliance with all Applicable Laws

The Affiliate is solely responsible for the accuracy and appropriateness of all materials posted
on the Affiliate's Web Site, and for ensuring that materials posted on the Affiliate's Web Site
are not defamatory, in violation of copyright laws or otherwise illegal. Allinta
disclaims all liability for these matters.

4. Media, Advertising, Press Releases and Other Publicity

a. The Affiliate may not create, publish, distribute, or permit any written or
electronically transmitted publicity material (including without limitation,
advertisements and press releases) that makes reference to the other party, or the
other party's Web Site without first submitting the material to Allinta and
receiving its consent in writing (such consent not to be unreasonably withheld). The
Affiliate may not issue any public statement(s) regarding the relationship without the
prior approval of the other party. Notwithstanding the foregoing, Allinta
may issue an initial press release regarding the relationship between the Parties.
b. Allinta prohibits certain forms of advertising. Advertising commonly
referred to as "spamming" is unacceptable to Allinta and could damage our
goodwill. Other generally prohibited forms of email include the use of unsolicited
commercial email (UCE), postings to non-commercial newsgroups and cross-posting
to multiple newsgroups simultaneously. In addition, the Affiliate may not advertise in
any way that effectively conceals or misrepresents the Affiliate's identity, domain
name, or return email address.
c. Although Allinta always requires that its written consent be given for the
uses above, Allinta generally approves mailings as long as the recipient is
already a customer or subscriber of the Affiliate's services, and recipients have the
option to remove themselves from future mailings. Allinta generally
approves newsgroup postings so long as the news group specifically welcomes
commercial messages. In all cases, the Affiliate must always clearly represent itself
and its Web Site as independent from Allinta, and include a ‘Remove’ link
within any email or posting.

5. Modification

Allinta may modify any of the terms and conditions in this Agreement, at any time
in its sole discretion. Modifications may include, but are not limited to, changes in the scope
of Referral Fees, payment procedures, and Allinta's the Affiliate Program rules. If
any modification is unacceptable to the Affiliate, the Affiliate shall have the right to terminate
this Agreement. The Affiliate's continued participation in Allinta's Affiliate Program
following the posting of the change notice or new agreement on Allinta's site will
constitute the Affiliate's agreement to the changes.

6. Term and Termination

The term of this Agreement will begin on the Effective Date and will end when terminated by
either party. Either Allinta or the Affiliate may terminate this Agreement at any
time, with or without cause, by giving the other party written notice of termination. Upon the
termination of this Agreement for any reason, all Licences granted hereunder shall
immediately terminate and the Affiliate will immediately cease use of, and remove from the
Affiliate's site, all links to the Allinta site, and all Allinta trademarks and
logos, and all other materials provided in connection with this Agreement.

7. Grant of Licences and Right to Use

a. Subject to the terms of this agreement, you have the non-exclusive, non-
transferable and non-sublicenceable right to use and display Allinta
trademarks and service marks, only to refer specifically to Allinta services
and products in connection with the Links, and only in the form which Allinta
Software provides you for such limited purposes. Such reference usage must be
truthful, fair and not misleading or disparaging. Allinta trademarks, service
marks and logos must not be incorporated into your own product names,
trademarks, service names, logos, company names or other identifying products or
services, and you must not adopt marks or logos that are confusingly similar to
Allinta's marks or logos.
b. The Affiliate grants to Allinta a non-exclusive, non-transferable, revocable
right to utilize the Affiliate's name, title, and logo in the advertising, marketing,
promoting, and publicizing, in any manner, of Allinta's rights under this
Agreement. Allinta is not under any obligation to advertise, market,
promote, or otherwise publicize.
c. Each party agrees not to use the other's proprietary materials or intellectual property
in any manner that is disparaging or that otherwise portrays the party in a negative
light. Each party reserves all of its respective rights in the proprietary materials and
intellectual property covered by this licence. Other than the licence granted in this
Agreement, each party retains all right, title, and interest to its respective rights. No
right, title, or interest is transferred to the other party.

8. Disclaimer

9. Representations, Warranties and Covenants

The Affiliate represents and warrants that: 
a. It has full right, power, and authority to enter into and be bound by the terms and
conditions of this Agreement and to perform its obligations under this Agreement, without
the approval or consent of any other party; 
b. It has sufficient right, title, and interest in and to the rights granted to Allinta in
this Agreement; 
c. That material posted on its Site does not violate or infringe upon the rights of any third
party and all applicable copyright and other laws that pertain to it; and 
d. It shall not to make any representations or warranties regarding the services provided by
Allinta that are disparaging or that otherwise portray Allinta in a
negative light.

10. Limitations of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
Allinta WILL NOT BE LIABLE TO AFFILIATE WITH RESPECT TO ANY SUBJECT
MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT
LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION,
LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST
BUSINESS), EVEN IF Allinta HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, IN NO EVENT SHALL Allinta'S CUMULATIVE LIABILITY TO THE
COMPANY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN
CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY)
OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAYABLE TO
THE COMPANY UNDER THIS AGREEMENT.

11. Indemnification

The Affiliate agrees to indemnify and hold harmless Allinta and its employees,
directors, representatives, agents, and Affiliates, against any and all claims, suits, actions, or
other proceedings brought against Allinta based on or arising from any claim
resulting from the Affiliate's breach of the warranties and covenants in Section 9. The
Affiliate agrees to pay any and all costs, damages, and expenses, including, but not limited
to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the other
party in connection with or arising from any such claim, suit, action, or proceeding.

12. Confidentiality

In connection with the activities contemplated by this Agreement, each party may be
permitted at the discretion of the other access to confidential and proprietary technical or
business information of the other party, including without limitation (i) proposals, ideas or
research related to possible new products or services; (ii) financial statements and other
financial information; (iii) any reporting information required by the Agreement; and (iv) the
terms of this Agreement and the relationship between the Parties (collectively, "Confidential
Information"). Confidential Information may include, without limitation business or technical
information, such as business, financial, marketing, and product development plans,
forecasts, strategies, techniques, and information; business operation and systems; names,
expertise, and other information concerning employees; customers, consultants; and/or
vendors; trade secrets; discoveries; ideas; inventions (whether patentable or not);
improvements; research; development, know-how, designs, products, compositions,
prototypes, computer programs, code, algorithms, formulas, processes, and schematics.

13. Precautions

Each party will take reasonable precautions to protect the confidentiality of each of the other
party's Confidential Information, these precautions will be at least equivalent to those taken
by such party to protect its own Confidential Information. Except as required by law or as
necessary to perform under this Agreement, no party will willingly or knowingly disclose the
Confidential Information of any other party or use such Confidential Information for its own
benefit or for the benefit of any third party. Each party's obligations in this Section with
respect to any portion of another party's Confidential Information shall terminate when the
party seeking to avoid its obligation under such Section can document that: 
a. it was in the public domain at or subsequent to the time it was communicated to the
receiving party ("Recipient") by the disclosing party ("Discloser") through no fault of
Recipient; 
b. it was rightfully in Recipient's possession free of any obligation of confidence owed to the
Discloser at or subsequent to the time it was communicated to Recipient by Discloser; 
c. it was developed by employees or agents of Recipient independently of and without
reference to any Confidential Information communicated to Recipient by Discloser; 
d. it was communicated by the Discloser to an unaffiliated third party free of any obligation
of confidence; or
e. the communication was in response to a valid order by a court or other governmental
body or was otherwise required by law. Upon the termination or expiration of this
Agreement, each party shall return upon the other's request or otherwise destroy all
Confidential Information of the other party in its possession.
 

14. Miscellaneous

a. Entire Agreement. This Agreement constitutes and contains the entire agreement
between the Parties with respect to the subject matter hereof and supersedes any
prior oral or written agreements. This Agreement may not be amended except in
writing signed by the Parties. Each party acknowledges and agrees that the other
has not made any representations, warranties or agreements of any kind, except as
expressly set forth herein. All Schedules attached to this Agreement are incorporated
hereby and shall be treated as if set forth herein.
b. Relationship of Parties. Each party to this Agreement shall be deemed to be
independent contractors with respect to the subject matter of this Agreement, and
nothing contained in this Agreement shall be deemed or construed in any manner as
creating any partnership, joint venture, employment, agency, fiduciary, or other
similar relationship. The Affiliate shall be responsible for all taxes due on Referral
Fees or other payments paid to the Affiliate under the terms of this Agreement.
c. Assignment of Agreement. The Affiliate may not assign its rights or obligations
under this Agreement to any party without the express written consent of Allinta.
d. Applicable Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Victoria without regard to the conflicts of
laws, rules and principles thereof.
e. Severability. If any provision of this Agreement is held to be invalid or
unenforceable, that provision shall be eliminated or limited to the minimum extent
necessary such that the intent of the Parties is effectuated, and the remainder of this
agreement shall have full force and effect.
f. Survival. Sections 8-13 shall survive termination of this Agreement.
g. Notices. Any notice required under this Agreement may be given by email, fax or
written letter to the last known address of the Affiliate.
 

15. General Affiliate Terms and Conditions

Allinta reserves the right, at its full discretion, to disqualify any individual or
Company it finds to be tampering with the Qualifying process or the operation of the Affiliate
Program or to be acting in violation of this agreement or the intentions of this agreement. If
we determine, in our sole discretion that this Affiliate Program is compromised by virus, bug,
robot entries, or other corruption of the administration, security or proper management of
the program, then at our sole discretion, we can cancel this program. In the event of your
non-compliance with any requirement stated herein, your commission may be forfeited and
refund of any monies paid to you may be required.

THE AFFILIATE AGREES THAT THEY HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS
AND ACCEPTS THE OBLIGATIONS THAT IT IMPOSES UPON THE AFFILIATE WITHOUT RESERVATION.
THE AFFILIATE HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY
DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO
PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO THE AFFILIATE TO INDUCE THE AFFILIATE
TO SIGN THIS AGREEMENT. THE AFFILIATE AGREES TO THE TERMS OF THIS AGREEMENT
VOLUNTARILY AND FREELY.
 

Schedule A

Definitions
As used in this Agreement, the terms set forth below shall have the following meanings:
1. “Company” means you or your organisation
2. "Company Site" means the Internet Site operated by the Company.
3. “Allinta” means Vallez Pty Ltd t/a Allinta
4. "Allinta Marks" means the trademarks, trade names, service marks and logos of
Allinta that may be delivered by Allinta to the Company hereunder.
5. "Allinta Purchaser" means a purchaser of the Allinta Web Site who has
purchased any Allinta listed in Schedule B.
6. "Allinta Site" means the Internet Site operated by Allinta located at
http://www.allinta.com.
7. "Placements" means (i) graphical links, text links, logos and other promotions that are
offered by Allinta now or in the future that link directly from the Company Site to
the Allinta Site and (ii) other promotions that are offered by the Company now or
in the future and link directly to the Allinta Site.
8. "Qualified Purchaser" means a purchaser that has visited an Affiliate web site, clicked a link
that has directed them to the Allinta Web Site, and has then purchased a product/service
from Allinta.
9. "Referral Fee" means fees shown in Schedule B and paid to the Company for each Qualified
Purchaser who comes to the Allinta Site by way of a Placement on the Company
Site who is not already a Allinta Purchaser.
10. "User Data" means data regarding a user provided by such user on the Allinta Site,
including without limitation the user's name, e-mail address, telephone number and other
information about the user.

Schedule B

Schedule of Referral Fees

Product	SRP USD	Commission %	Commission USD
AllintaCMS	$79.00	37.97468%	up to $30.00 per sale

Note: If a customer buys allintaCMS at less than the SRP, for example through the use of a
discount voucher, or special offer, we will pay commission on the reduced sale price only.