Performance Solutions Technology, LLC

PST's Affiliate Program Operating Agreement

THIS AGREEMENT WAS LAST UPDATED ON April 12, 2005. PLEASE READ THE AFFILIATE AGREEMENT BELOW. DURING THE ACTUAL APPLICATION PROCESS, YOU WILL NEED TO INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT BY CLICKING THE "I AGREE" BUTTON AT THE END OF THE APPLICATION.

This agreement contains all of the terms and conditions between Performance Solutions Technology, LLC (hereafter referred to as PST), the operator of the software retail websites of PerformanceSolutionsTech.com and Managepro.com and the individual or organization participating in the PST’s Affiliate Program (the "Program"), and supersedes any other written, online or other terms and conditions that may have been discussed or agreed upon regarding the Program. This PST Affiliate Program Agreement ("Agreement") is between you the applicant ("you") and Performance Solutions Technology, LLC. ("we," "us" or "our"), which is the name of the company that operates the supplies retail store on the World Wide Web at PerformanceSolutionsTech.com.

1. JOINING THE PROGRAM.

To apply to participate in the Program you must have a website and complete the online application form and indicate your acceptance of all of the terms and conditions in this Agreement. By submitting the online application form, you are declaring that you accept and will abide by all of the terms and conditions in this agreement.

2. APPLICATION REVIEW & PROHIBITED SITES
Once you submit a completed Program application via our Web site, we review and evaluate your application and the Web site you propose for participation in the Program. You will receive an e-mail indicating our acceptance or rejection of your application. At our sole discretion, we may reject your application if we determine that your site or you are unsuitable for the Program. Some of the reasons your site may be deemed unsuitable include (but aren't limited to):

· Promoting, depicts, or links to material that promotes or depicts discrimination based on race, sex, religion, national origin, physical or mental disability, sexual orientation, or age;

· Contains unlawful material, including but not limited to materials that may violate another's intellectual property rights, or linking to a site that contains unlawful material;

· Contains information on illegal activity; promoting illegal activity; or linking to a site that provides information on or promotes illegal activity;

· Contains sexually explicit material; promoting sexually explicit material; or linking to sexually explicit material;

· Contains violent material; promoting violence; or linking to violent material;

3. LINKING YOUR SITE WITH PerformanceSolutionsTech.com™

You are responsible for placing the graphics on your web site and creating links to PerformanceSolutionsTech.com. We will provide you with an Affiliate Account Number, graphics, examples and instructions on how to link your site into PerformanceSolutionsTech.com™ utilizing your Affiliate Account Number (the "Link(s)"). Once accepted, affiliates may add or remove links to their site without permission. You may create as many or as few links as you wish. We encourage (but do not require) you to include a link to the PerformanceSolutionsTech.com™ home page. You will be responsible for the placement of the graphics and the appearance of your web site, as well as for the ongoing maintenance of the graphics and links. You are solely responsible for insuring that the Link is setup properly to qualify for commissions.

4. COMMISSION REFERRAL FEES
We will pay you referral fees on specific product sales. For a product sale to generate a referral fee, the customer must follow a special link (in the format specified by PST) from your Web site to the PerformanceSolutionsTech.com site. Only qualifying products that have been shipped and for which there has been received payment in full, will qualify for a referral fee. If the visitor first enters our site through your link, then later re-enters PerformanceSolutionsTech.com by following a 2^nd link from a different Web site, the last referring Web site will be eligible to earn the referral fee.

We pay the following referral fees on the products identified in the diagram below. Sub-referral fees are paid to sites that have promoted our affiliate program to other sites which have subsequently joined our affiliate program. Note that you may not make yourself or your organization its own sub-referral customer.

5. FEE PAYMENT
We will pay you referral fees on a monthly basis providing your payout is $100 or more, otherwise we will pay you on a quarterly basis. Approximately 15 days following the end of each calendar month or quarter, we will send you a check for the referral fees earned on products that were shipped during that period, less any taxes that we are required by law to withhold. If a product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next monthly payment. If there is no subsequent payment, we will send you a bill for the fee. All fees are paid in US funds.

6. ORDER PROCESSING
We shall have the sole right and responsibility to process and fulfill product orders placed by customers who access PerformanceSolutionsTech.com™ via the Link(s, including handling customer payments, packing and shipping customer orders, and customer service. Orders will be governed by our then-applicable terms and conditions of sale, and all agreements relating to such terms and agreements will be between us and Customer. Those terms and conditions may be changed at any time, without notice to you. Selling prices for the products will be set by us at our sole discretion, and may be changed at any time. We may refuse an order at our discretion. We will track sales made to customers who purchase products using special links from your site to our site and will send you reports summarizing this sales activity quarterly.

7. COPYRIGHTED MATERIAL AND LIMITED LICENSE
Associates may not change PST’s sales material, or use it in any unauthorized manner. PST reserves all rights in or to its trademarks and content. All materials, including but not limited to articles, banners, photographs, images, illustrations, supplies, images, databases and software appearing on PerformanceSolutionsTech.com (the "Content") are protected by patent, copyright, trade dress and/or trademark law pursuant to U.S. and/or foreign patent, copyright and trademark laws and/or international treaties or conventions. Except as set forth in this agreement, you may not use, transmit, distribute, sell, reproduce or otherwise copy any of the Content without express written authorization of the copyright and/or trademark owner of such materials. You may not publish any portion of our website on your site without our permission.

We grant you a non-exclusive, revocable right to use the graphics displayed in the "Graphics and Logos" area solely for use as icons providing Links. You may not distribute, modify or create derivative works from those graphics in any way and you may not sublicense, assign or transfer your license, and any attempt at such sublicense, assignment or transfer is void. We reserve all right, title and interest in our web sites and all content therein, including without limitation, all intellectual property rights.

8. INDEPENDENT CONTRACTOR STATUS & RESPONSIBILITY FOR YOUR WEB SITE

The relationship between PST and you the affiliate established by this Agreement is that of independent contractor. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between you and us. Neither party, by virtue of this Agreement, is authorized as agent, employee or legal representative of the other. Except as specified in this Agreement, neither party shall have the power to control the activities and operations of the other. You will not make any statement, whether on your web site or otherwise, that reasonably would contradict anything in this Section. You are responsible for your own local, state or federal taxes due on commission checks.

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. We disclaim all liability for these matters. Furthermore, you will indemnify and hold us harmless from all claims, damages and expenses (including without limitation, attorney's fees) relating to the development, operation, maintenance and contents of your site.

9. SPAMMING

You the affiliate agree to not send unsolicited mail or spam mail (email) to promote any PST products, site or services. Affiliates who conduct spamming will be immediately terminated and forfeit all referral fees, and will be responsible for PST’s labor costs in resolving any problems or disputes that are incurred because of spamming activities.

10. PRIVACY

Any customer who purchases PST products and services is considered PST’s customer, not you, the affiliate’s, customer. To protect PST customer privacy, PST cannot provide identifying customer names and contact information to you. We will however, as stated earlier in this agreement, provide you with online reports detailing price, product and date of sales from your site link.

11. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

You represent and warrant that any material which is provided by you and displayed on your web site will not:

· infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy;

· violate any applicable law, statute, ordinance or regulation;

· be defamatory or libelous;

· be obscene;

· violate any laws regarding unfair competition, anti-discrimination or false advertising;

· promote violence or contain hate speech; or

· contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

You represent and warrant that you have used your true legal name in registering for the Performance Solutions Technology Affiliate Program; and that you have the power and authority to enter into this Agreement and perform the obligations set forth herein and that you are an adult of at least eighteen (18) years of age. You shall indemnify and hold harmless Performance Solutions Technology, LLCand its parent companies, subsidiaries and affiliates, and its respective directors, officers, employees, agents, shareholders and partners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees) arising out of or related to any obligation undertaken or representation or warranty made by you; or any breach by you of any covenant or agreement made herein; or any content, trademark, copyright or intellectual property used, created or distributed by you.

12. DISCLAIMER OF WARRANTY

The PST Affiliate Program is provided on an "as is" basis without warranties of any kind, either express or implied. PST does not warranty that its Program or operation will be error free or uninterrupted, and PST will not be liable for interruptions or errors, or related consequences such as loss of revenue, except to correct errors found in the payment of commissions. Although PST will make every effort to have the affiliate tracking system as accurate as possible, you acknowledge that affiliate tracking can never be 100% accurate, and that PST is not responsible for inaccuracies that might occur beyond its control.

13. TERMINATION

You may terminate this Agreement at any time by sending notice to us via e-mail to . You will be credited with all Commissions earned until the time of termination. We may, in our sole discretion, terminate this Agreement for any reasons whatsoever or no reason at all, including, without limitation, your breach of this Agreement. If you are found to be in violation of this agreement, our agreement with you will be terminated immediately and all commission fees not yet paid, forfeited.

16. MODIFICATION
We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or new agreement on PerformanceSolutionsTech.com (or any successor web site.) Modifications may include, for example, changes in the scope of available services, referral fees, fee schedules, payment procedures and methods of linking to PerformanceSolutionsTech.com. We reserve the right in our sole discretion to discontinue operation of PST at any time without notice to you and to redesign or modify the organization, structure, "look and feel," navigation, contents and other elements of PerformanceSolutionsTech.com.

17. GOVERNING LAW & NOTICES

This agreement shall be governed by the laws of the State of California and the United States.

All notices to you will be sent to the e-mail address provided by you when you register for the Performance Solutions Technology Affiliate Program. All notices to us will be sent to

18. ENTIRE AGREEMENT

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. By clicking the "I AGREE" button on the Application, you agree to be bound by all of the terms and conditions contained in this PST Affiliate Program Operating Agreement and these terms and conditions supersede any previous terms and conditions between you and us with respect to Performance Solutions Technology, LLC Affiliate Program. We will e-mail a copy of this Agreement to you after you have completed your registration.

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