Affiliate Agreement

TERMS OF USE AGREEMENT

1. ACCEPTANCE OF TERMS
This Affiliate Program Agreement (the "Agreement") is a legal agreement and contains all of the terms and conditions between YOUgraph.com ("YOUgraph") and you, together with any company or other business entity you are representing, if any, (collectively, the "Affiliate") who is participating in the YOUgraph Affiliate Program (the "Program"). BY REGISTERING FOR THIS PROGRAM AFFILIATE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree to the terms of this Agreement do not register for the Program.
By accepting the terms of this Agreement, Affiliate agrees that YOUgraph may change the terms of this Agreement in its sole discretion provided that YOUgraph provides Affiliate with notice of any such change. If Affiliate does not agree to the changes proposed by YOUgraph, or to any terms in this Agreement, Affiliate's sole and exclusive remedy is to cancel Affiliate's participation in the Program. Notwithstanding the foregoing, YOUgraph reserves the right to terminate, cancel, suspend or refuse access to the Program to anyone in its sole discretion. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Program shall be subject to this Agreement.

2. SUBSCRIBER REFERRAL AND REGISTRATION
1. YOUgraph Link. Affiliate may be eligible for certain commissions for every Subscriber (as defined in Section 5.1 below) Affiliate refers to YOUgraph. To be eligible for such commissions, each referral must originate from a specially-coded YOUgraph Link. For purposes of this Agreement, " YOUgraph Link" means a visible graphic or textual indication which, when selected by an end user, directs the end user's Internet browser connection to a YOUgraph -specified page or file via a URL and which establishes a direct connection between the browser and the YOUgraph -specified page or file. Affiliate shall place the YOUgraph Link on the Affiliate website or otherwise provide the YOUgraph Link to a respective Subscriber, which will allow YOUgraph to track any person, entity or otherwise who clicks through the YOUgraph Link to register for the YOUgraph Services.
2. Linking to YOUgraph. The necessary electronic graphic artwork and corresponding links to YOUgraph 's website and all HTML thereto for the YOUgraph Link shall be available to Affiliate via the Reporting Site. Such link may only be in the form of text, a button, a banner or any other format provided by YOUgraph. Affiliate shall not modify or alter the YOUgraph Link without prior written consent of YOUgraph. The HTML for such link will also include a special promotion identifier that enables the tracking and reporting of all Subscribers acquired through the YOUgraph Link. Affiliate is responsible for integrating the YOUgraph Link into Affiliate's website properly and for providing the YOUgraph Links to Subscriber in the proper format, which includes ensuring that, as between the YOUgraph Links and the YOUgraph website, each of the YOUgraph Links properly utilizes the aforementioned special identifier link formats. POWEREDTEMPLATES SHALL NOT BE LIABLE TO AFFILIATE WITH RESPECT TO AFFILIATE'S FAILURE TO PROPERLY INTEGRATE THE POWEREDTEMPLATES LINK, INCLUDING TO THE EXTENT THAT SUCH FAILURE MAY RESULT IN ANY REDUCTIONS OF COMMISSION FEES (AS DEFINED BELOW) THAT WOULD OTHERWISE BE PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.
3. Tracking and Reporting. For the purposes of this Agreement, tracking and reporting will be provided by YOUgraph special software, providing tracking, reporting and payment in connection with this Agreement. During the term of this Agreement, Affiliate will be provided a unique ID and password which will permit Affiliate access to password-protected Web pages located at http://www.yougraph.com/ ("Reporting Site") so that Affiliate may review and modify Affiliate's account and payment information and receive statistics regarding the number of Subscribers that originated from the YOUgraph Links. The reports available on the Reporting Site will also detail the Commission Fees that are due to Affiliate in accordance with the Fee Schedule (as defined below). The form, content and timing of the foregoing reports may vary from time to time in YOUgraph 's sole discretion. Affiliate agrees and acknowledges that the statistics and reports provided by Be Free at the Reporting Site are the official, definitive and final measurements of the number of Subscribers that have originated from the YOUgraph Link as well as the fees payable to Affiliate from YOUgraph pursuant to the terms of this Agreement.

3. LICENSE RIGHTS.
1. License Grant of YOUgraph Link. Subject to all the terms and conditions of this Agreement, YOUgraph hereby grants to Affiliate a restricted, non-exclusive, non-transferable license to use and publicly display the YOUgraph Link, solely for their receipt, access, use and viewing in the manner described herein. YOUgraph retains all rights, title, and interest in and to all of the copyrights, patent rights, trademark rights and other proprietary rights to the YOUgraph Links pursuant to this Agreement.
2. YOUgraph Link License Restrictions. In addition to any other restrictions herein on the use of the YOUgraph Link, Affiliate agrees to the following: (i) Affiliate shall not access, transmit, display or otherwise make available (or allow end users or any other third party to transmit or make available) YOUgraph Link to any third party, except as explicitly provided herein; (ii) Affiliate shall not alter, delete or modify any attributions included within the YOUgraph Link; (iii) YOUgraph shall have the right, in its reasonable discretion and upon notice to Affiliate, to require Affiliate to immediately cease any and all use of any particular YOUgraph Link: and (iv) Affiliate may not impose any separate charges or fees for use or access to the YOUgraph Link.
3. License Grant of YOUgraph Marks. Subject to all the terms and conditions of this Agreement, YOUgraph hereby grants Affiliate a nonexclusive, non-transferable license to use the YOUgraph trademarks, logos, and copyrighted material ("YOUgraph Marks") solely on the Affiliate's website and solely in connection with this Agreement. Affiliate hereby acknowledges and agrees that (i) the YOUgraph Marks are owned solely and exclusively by YOUgraph or its subsidiaries, (ii) except as set forth herein, Affiliate has no right, title or interest in or to the YOUgraph Marks; and (iii) all use of the YOUgraph Marks by Affiliate shall inure to the benefit of YOUgraph and its subsidiaries. Affiliate agrees that it shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of YOUgraph or of any YOUgraph Mark.
4. Use and Display of YOUgraph Marks. Affiliate acknowledges and agrees that the presentation and image of YOUgraph Marks should be uniform and consistent with respect to all services, activities and products associated with the YOUgraph Marks. Accordingly, Affiliate agrees to use the YOUgraph Marks solely in the manner in which YOUgraph shall specify from time to time in YOUgraph 's sole discretion.
5. Marketing Practices. With respect to soliciting Subscribers and marketing the YOUgraph Services, all advertising and promotional materials are subject to the terms of this Agreement. Affiliate further agrees: (i) to be solely responsible for all expenses and fees incurred in connection with the participation in the Program; (ii) use best efforts to successfully market, advertise and sell YOUgraph Services during the term of this Agreement; (iii) not engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to YOUgraph or its products or services; (iv) not make any representations, warranties, or guarantees on behalf of YOUgraph, or otherwise concerning YOUgraph Services that are inconsistent with or in addition to any such representations, warranties, or guarantees made by YOUgraph; and (v) use the then-current name as used by YOUgraph (but will not represent or imply that Affiliate is an employee, part of, or affiliated with YOUgraph).

4. AFFILIATE REPRESENTATIONS AND WARRANTIES
Affiliate represents and warrants that:
1. Affiliate has the full and legal power and authority to enter into this Agreement, and/or to perform its obligations hereunder.
2. By entering into this Agreement, Affiliate does not violate any other agreement by which Affiliate is bound.
3. With respect to any performance hereunder, Affiliate shall comply with good business practices and all applicable laws, regulations and rules of any government body or agency or other competent authority.
4. Affiliate will comply with the applicable then-current Member Agreement.
5. Any website created or built by Affiliate shall not include (i) child pornography or obscene content, (ii) illegal content, or (iii) any other inappropriate materials.

5. PAYMENT TERMS
1. Payment Terms. Subject to the terms and conditions of this Agreement and pursuant to the then-current Fee Schedule set forth on the YOUgraph website (the "Fee Schedule"), Affiliate will be paid a Commission Fee ("Commission Fee") on a monthly basis by paypal.com for each person who registers for the YOUgraph subscription based service and agrees to the YOUgraph Member Agreement (the "Subscriber"). For Affiliate to earn a Commission Fee for a Subscriber, the Subscriber must have i) followed the YOUgraph Link that is provided to Subscriber by Affiliate or is otherwise located on the Affiliate's website to the YOUgraph website; ii) the Subscriber must have successfully subscribed for YOUgraph Service(s); and iii) YOUgraph must have received valid payment from Subscriber. Payment shall occur within forty-five (45) days from the end of each month in which Affiliate earns a Commission Fee. Notwithstanding the above, for each month that Affiliate does not earn at least Fifty Dollars ($50.00) in Commission Fees, payment shall not be issued to Affiliate for that month but shall be deferred until the cumulative amount is at least Fifty Dollars ($50.00). YOUgraph shall not be liable with respect to any Commission Fees not received by Affiliate as a result of Affiliate's failure to notify YOUgraph of a change in Affiliate's principle place of address.
2. Taxes. Excluding any taxes based on YOUgraph's income, Affiliate shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority based on Affiliate's revenue or income under this Agreement or any Client Agreement.
3. Fraud and Fraudulent Activity. YOUgraph shall have no obligation to pay Commission Fees to Affiliate for Subscribers if it is determined in good faith by YOUgraph that there has been fraudulent activity on the Affiliate's website. For exemplary purposes only without limitations, if an unreasonable number of Subscribers have originated from the YOUgraph Links on Affiliate's website during any period of time, then YOUgraph shall have the right to examine Affiliate's records to the extent necessary to determine whether any fraudulent activity has occurred involving the YOUgraph Links on Affiliate's website and/or Affiliate's account at the Reporting Site. Furthermore, YOUgraph shall have no obligation to pay commission fees to Affiliate in the event of Subscriber obtaining a charge back or refund or if YOUgraph determines in good faith that Subscribers created their accounts solely for the purpose of aiding and abetting Affiliate to increase commission amounts without the intent of being a long term YOUgraph Subscriber.

6. CONFIDENTIAL INFORMATION
Each party agrees that it may have access to confidential or proprietary, technical or business information of the other party and/or its suppliers (collectively, "Confidential Information"). For the purposes of this Agreement, YOUgraph 's Confidential Information shall include the information of its third party provider, paypal.com, Inc. Each party will maintain the strict confidentiality of the Confidential Information of the other party and will not disclose the Confidential Information to any third party and shall exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own Confidential Information (in no event less than reasonable care). Furthermore, neither party will use the Confidential Information for any purpose except those contemplated by this Agreement.

7. NO DISPARAGEMENT
Affiliate shall not disparage YOUgraph, or any YOUgraph Mark and/or YOUgraph and YOUgraph products or services thereof, or place any disparaging content on the Affiliate's or Clients website(s).

8. NON-COMPETITION
Affiliate acknowledges and agrees that it shall not attempt to switch, divert, or convert a Subscriber from the YOUgraph Services to any product or service that is competitive to YOUgraph 's products or services.

9. MODIFICATION
YOUgraph reserves the right at anytime and from time to time to modify, discontinue, temporarily or permanently, the Program (or any part thereof) with or without notice. Affiliate agrees that YOUgraph shall not be liable to Affiliate or to any third party for any modification, suspension or discontinuance of the Program. In the event that Affiliate does not agree with any such modification, Affiliate shall terminate its participation in the Program, which shall be Affiliate's sole and exclusive remedy.

10. TERMINATION
1. Term and Termination. Unless terminated earlier as provided herein, this Agreement shall remain in full force unless otherwise terminated by YOUgraph. Either party may terminate this Agreement at any time upon providing notice to the other party.
2. Effect of Termination. In the event that this Agreement is terminated for any reason, Affiliate will only be eligible for Commission Fees earned as a result of Subscribers who were acquired up to the date of termination or expiration. Upon termination or expiration of this Agreement, all licenses granted under this Agreement shall terminate and Affiliate will immediately cease use of, and remove from the Affiliate's website, all YOUgraph marks, YOUgraph Materials, and YOUgraph Links. Termination or expiration of this Agreement shall have no effect with respect to any rights or obligations existing under a Client Agreement. Except to the extent expressly provided to the contrary in this Agreement, any rights to Commission Fees earned, any right of action for breach of the Agreement prior to termination, and the following provisions shall survive the termination of this Agreement: Sections 6,7,8,11,13,14. Furthermore, upon termination or expiration of this Agreement and upon YOUgraph 's request, Affiliate shall either return or destroy any Materials or other Confidential Information provided to Affiliate by YOUgraph.

11. INDEMNIFICATION
Affiliate shall defend and indemnify at its expense, and hold YOUgraph and each of its affiliates, directors, officers, agents, employees and sublicensees harmless from losses, damages, liabilities, costs and expenses, including without limitation, any proceeding, investigation or claim, to the fullest extent permitted by law arising out of or in connection with: (a) Affiliate's performance under this Agreement or any Client Agreement; (b) an assertion that the information, content or other materials or services provided or made available by Affiliate infringe any copyright, patent, trademark or other property right of any third party; (c) any breach by Affiliate of its obligations, representations and warranties under this Agreement; or (d) any claim related to the content on Affiliate's website or content provided by Affiliate to a Client for a Client Site. Affiliate shall notify YOUgraph promptly in writing of any claim or proceeding involving YOUgraph.

12. WARRANTY DISCLAIMER
POWEREDTEMPLATES SHALL NOT BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT, OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH THIS AGREEMENT, EVEN IF POWEREDTEMPLATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL POWEREDTEMPLATES BE LIABLE TO AFFILIATE OR ANY THIRD PARTY IN AN AGGREGATE AMOUNT GREATER THAN THE AMOUNT PAID TO AFFILIATE BY POWEREDREMPLATES HEREUNDER.

13. LIMITATION OF LIABILITY
POWEREDTEMPLATES SHALL NOT BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT, OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH THIS AGREEMENT, EVEN IF POWEREDTEMPLATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL POWEREDTEMPLATES BE LIABLE TO AFFILIATE OR ANY THIRD PARTY IN AN AGGREGATE AMOUNT GREATER THAN THE AMOUNT PAID TO AFFILIATE BY POWEREDTEMPLATES HEREUNDER.

14. ARBITRATION
Affiliate agrees that any dispute or claim arising out of or related to the website design service or this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in Maceió City, Alagoas - Brazil under the Brazilian Arbitration Association Rules by one arbitrator appointed in accordance with said Rules. The proceedings shall be conducted and all evidence shall be offered in the English or Portuguese language. Affiliate agrees that any claim against YOUgraph s must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be barred forever.

15. INDEPENDENT CONTRACTOR
The parties are independent contractors and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this Agreement. Neither party has the power or authority as agent, employee or any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. Affiliate is solely responsible for all of its employees or agents and its labor costs and expenses arising therewith. YOUgraph will not furnish or otherwise reimburse Affiliate for any office space, office or business equipment, clerical support, telephone, travel, or any other expense which Affiliate may incur as a result its performance under this Agreement.

16. GENERAL
This Agreement may not be assigned by either party without the prior written consent of the non-assigning party. Notwithstanding the foregoing, YOUgraph may assign this Agreement to any acquirer of all or of substantially all of its equity securities, assets or business related to the subject matter of this Agreement. Any attempted assignment in violation of this Agreement shall be null and void and without effect. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement and may be changed only by a writing signed by both parties. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures.