Trading Net Australia (TNA) P/L's Affiliate Program Terms and Conditions of Participation ------------------------------------- This Agreement contains the complete terms and conditions that apply to an individual or company's participation in the Trading Net Australia (TNA) P/L Affiliate Referral Program (the "Program"). As used in this Agreement, "Company" means Trading Net Australia (TNA) P/L, Incorporated and "Affiliate" means the individual and/or company indicated in the registration form which by reference is made a part of this agreement. To participate in the Trading Net Australia (TNA) P/L Affiliate Referral Program, the Affiliate registration form must be completed and submitted to Trading Net Australia (TNA) P/L. All applicants, once approved, are immediately eligible to participate in the Trading Net Australia (TNA) P/L Affiliate Referral program however such participation is subject to ongoing, periodic review by Trading Net Australia (TNA) P/L and may be revoked at anytime without notice. Participation may be suspended or terminated if we determine (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that: - Promote illegal activities - Promote violence - Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age - Violate intellectual property rights - Or are otherwise deemed inconsistent with the best interests of Trading Net Australia (TNA) P/L. This agreement shall apply only to Affiliate owned and managed web sites as indicated in the registration form. Under no circumstances may Trading Net Australia (TNA) P/L Affiliate Referral links be placed on sites not registered with Trading Net Australia (TNA) P/L. Once you have completed the online application you will be presented with a set of guidelines and graphical artwork to use in linking to the www.Adult.com.au website. To permit accurate tracking, reporting, and affiliate referral fee accrual, we will provide you with a special link format which includes your Affiliate ID number to be used in all links between your site and our www.Adult.com.au website. You must ensure that each of the links between your site and our site properly utilizes the exact link format and affiliate ID in order to obtain credit for any sales resulting from customers coming to the www.Adult.com.au website from your link. The Trading Net Australia (TNA) P/L Affiliate Referral program will capture the Affiliate's ID and the linking websites URL. The URL must match a registered URL in the Affiliates Trading Net Australia (TNA) P/L Affiliate registration in order to be eligible for credit for purchases made by shoppers entering the Trading Net Australia (TNA) P/L web site from the Affiliate's Trading Net Australia (TNA) P/L Affiliate link. You will only earn referral fees with sales on our site occurring directly through your Trading Net Australia (TNA) P/L Affiliate link. Trading Net Australia (TNA) P/L will not be liable to you with respect to any failure by you to correctly configure the Trading Net Australia (TNA) P/L Affiliate link, by any failure resulting from issues of internet connectivity, shopper behavior, web site or application failure on your server or our server or any other such action which may result in your affiliate referral not being credited for a sale including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement. Bonifide Orders =============== Trading Net Australia (TNA) P/L will process all qualified orders placed by customers who follow Trading Net Australia (TNA) P/L affiliate links from your site to www.Adult.com.au. We reserve the right to reject orders that do not comply with any requirements that Trading Net Australia (TNA) P/L may from time to time establish. Trading Net Australia (TNA) P/L assumes responsibility for all aspects of order processing and fulfillment. Trading Net Australia (TNA) P/L will prepare and maintain all order forms; process payments, cancellations; and handle customer service. Trading Net Australia (TNA) P/L will track sales made to customers who purchase products using Trading Net Australia (TNA) P/L affiliate links from your site to our site and will make available to you reports summarizing this sales activity. Report forms, content, and frequency of the reports may vary from time to time at our discretion. Referral Fees ============= Trading Net Australia (TNA) P/L will pay approved affiliate referral partners (in accordance with Sections 5 and 6 below) referral fees on designated Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must follow a Trading Net Australia (TNA) P/L Affiliate Link from your site to our site, select and purchase the Product during that shopping session, accept delivery of the Product, and remit full payment to us. We will not, however, pay referral fees on any Products that are purchased by a customer after the customer has re-entered our site via a means other than the Trading Net Australia (TNA) P/L Affiliate Link, even if the customer previously followed a link from your site to our site. You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives or associates in any manner. Such purchases may result (at our sole discretion) in the withholding of referral fees or the termination of this Agreement. Products that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Products." In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Trading Net Australia (TNA) P/L Affiliate Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use Trading Net Australia (TNA) P/L Affiliate Links on your site to access our site); or (b) post any Trading Net Australia (TNA) P/L Affiliate Links on any Web site or other platform that is accessible through any Internet Access Appliance. If we determine, at our sole discretion, that you have offered any person or entity any such consideration or incentive, or posted Trading Net Australia (TNA) P/L Affiliate Links on any such Web site or platform, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement. Referral Fee Schedule ===================== You will earn referral fees based on qualifying revenues according to referral fee schedules to be established by us. "qualifying revenues" are revenues derived by us from our sales of qualifying products, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, and bad debt. The current referral fee schedule is 10%. Payment of Referral Commissions =============================== Trading Net Australia (TNA) P/L will review all Affiliate Referral accounts approximately once each quarter. All accounts with affiliate referral fees totaling $25 or more will be paid. Payment will be by PayPal, Cheque, or EFT for the referral fees earned on our sales of Qualifying Products that were purchased during that quarter, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any payment period are less than $25, we will hold those referral fees until the total amount due is at least $25 or if earlier) until this Agreement is terminated. If a Product that generated a referral fee is returned by the customer, we will deduct the corresponding referral fee from your next scheduled payment. If there is no subsequent payment, we will send you a bill for the referral fee. Policies and Pricing ==================== Customers who buy products through this Program will be deemed to be customers of Trading Net Australia (TNA) P/L, Incorporated. Accordingly, all Trading Net Australia (TNA) P/L 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. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. Identifying Yourself as a Trading Net Australia (TNA) P/L Affiliate Referrer ============================================================================ We will make available to you a small graphic image that identifies your site as a Program participant. You may display this logo or the phrase "Trading Net Australia (TNA) P/L Affiliate" somewhere on your site. We may modify the text or graphic image of this notice from time to time. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld at our sole discretion. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Trading Net Australia (TNA) P/L supports, sponsors, endorses or contributes money to any charity or other cause). Limited License =============== We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Trading Net Australia (TNA) P/L Affiliate Program participant and to assist in generating product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice. Responsibility for Your Site ============================ You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: - The technical operation of your site and all related equipment - Creating and posting Product descriptions on your site and linking those descriptions to our catalog - The accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials) - Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) -Ensuring that materials posted on your site are not libelous or otherwise illegal Liability ========= We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. Term of the Agreement ===================== The term of this Agreement will begin upon our acceptance of your 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. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Trading Net Australia (TNA) P/L trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Affilate Referral Program. You are only eligible to earn referral fees on our sales of Qualifying Products occurring during the term, and referral fees 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 posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee 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 ON OUR SITE 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. Limitation of Liability ======================= We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement. Disclaimers =========== We make no express or implied warranties or representations with respect to the Affiliate Referral Program or any products sold through the Affiliate Referral Program (including, without limitation, warranties of fitness, merchantability, non-infringement, 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. 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. Miscellaneous ============= This Agreement will be governed by the laws of Australia and the state of Queensland, 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 Brisbane,Queensland 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.