Affiliate Program and Agreement

This Agreement contains the complete terms and conditions that apply to your participation in Modelworks Software Affiliate Program (the Program). As used in this Agreement, “we”, “us”, or “our” means Modelworks Software and “you” means the Affiliate.

How the Program Works

You place one or more special links to modelworks.com on your site in content that you develop. You will then get a referral fee when your site refers a customer to our site and that customer then makes a purchase at modelworks.com. For you to earn a referral fee, a customer must have first visited modelworks.com by following a link from your site to modelworks.com. If the customer has already visited modelworks.com before coming to your site you will not earn a referral fee.

Referral fees will range from 10% for simple links to 25% depending upon the quality and uniqueness of the content on your site and its relevance to modelworks.com. For example, your link can be included in a comment, a product review, a tutorial, a technical how to article or a book site.

Enrollment in the Program

To begin the enrollment process, send an email application with a subject of “Modelworks Affiliate Application” to affiliate at modelworks.com. In the application include your name, address, profession, site URL and a description of how you intend to link. If you have not yet written the content, then describe what you are proposing.

We will evaluate your application and will notify you of its acceptance, conditional acceptance or rejection. If your application is acceptable we will also determine your referral fee. If your application is a proposal, then we will evaluate your application for a conditional acceptance subject to the completion of the proposal.

We will reject your application if we determine that your site is unsuitable. Unsuitable sites include, but are not limited to, those that promote sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or illegal activities including violations of intellectual property rights. By participating in the Program you agree that you will not engage in any such activities. You should also note that if we accept your application and your site in the future is determined to be unsuitable for the Program, we can terminate this Agreement. If we reject your application, you are welcome to reapply to the Program at any time.

Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law.

Once you have been notified that your site has been accepted into the Program, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of linking to modelworks.com. We will provide you with the HTML code that you will use for the special links to modelworks.com.

Your Responsibilities

To permit accurate tracking, reporting and fee accrual, you must ensure that the special links between your site and modelworks.com are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the special links between your site and modelworks.com are not properly formatted.

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:

• Technical operation of your site and all related equipment
• Creating content that has links to modelworks.com
• The accuracy and appropriateness of materials posted on your site
• Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party
• Ensuring that materials posted on your site are not libelous or otherwise illegal
• Ensuring that materials posted on your site are accurate
• Ensuring that your site accurately and adequately discloses how you collect, use, store, and disclose data collected from visitors (your privacy statement)

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.

Your site will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction.

You Agree That

• You may not purchase products initiated through the special links on your site for your own use, for resale or commercial use of any kind.
• You may not directly or indirectly offer any person or entity any consideration or incentive for using special links on your site to modelworks.com.
• You may not in any way interfere with the operation of modelworks.com.
• You may not make any orders or engage in other transactions of any kind on modelworks.com on behalf of any third party.
• You may not take any action that could reasonably cause any customer confusion as to our relationship with you.
• You may not in any manner misrepresent or embellish the relationship between you and us except as expressly permitted by this Agreement.
• You may not post or serve any advertisements promoting Modelworks Software or our products except as expressly permitted by this Agreement.
• You may not attempt artificially increase your referral fees.
• You may not seek to purchase or register any keywords, search terms or other identifiers that include the proprietary or trademarked item on modelworks.com or variations thereof.
• You may not use any data, images, text, or other information from modelworks.com except that information explicitly provided by us to you for that purpose.
• You may not use email marketing to advertise your site when recipients would generally determine such email to be SPAM.

If we determine that you have engaged in any of the foregoing activities 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.

Our Responsibilities

We will process Product orders placed by customers who are referred to modelworks.com by you. We reserve the right to reject orders that do not comply with any requirements that we may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will process order forms, payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using links from your site to modelworks.com and will provide you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.

We will pay you a referral fee for all eligible sales that were referred by you to modelworks.com. For a sale to be eligible to earn a referral fee, a customer must have first visited Modelworks.com by following a special link from your site to modelworks.com and then make a purchase within the session. If the customer has already visited modelworks.com and has an existing session from some other source, the session will not start. The session ends when 30 days elapses from the customer's initial click-through, when the customer orders a Product, or if the customer clears all cookies from their web browser. We will only pay referral fees on such Products after order and payment have occurred. Referral fees are based upon actual sale price excluding costs for shipping, handling, taxes, service charges and credit card processing fees. Referral fees for returns or fraudulent transactions will be deducted from your account.

We will pay you your referral fees every quarter. Approximately 30 days following the end of each quarter pay you through a PayPal account that you designate or directly deposit the referral fees earned into your bank account. For the direct deposit method of payment, you will have to provide us with the name of your bank, the bank account type, the 9-digit routing number/ABA number, the account number and the primary account holder name as it appears on the bank account.

In addition we are obligated by U.S. federal law to obtain tax information from Program participants who are U.S. citizens, U.S. residents or U.S. corporations and from Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your referral fee payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

Terms and Conditions

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. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to modelworks.com and all other materials provided by us to you in connection with the Program. You are eligible to earn referral fees only on sales that occur 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.

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 Agreement. You do not obtain any rights under this Agreement in any intellectual property, including, without limitation, Modelworks products, any intellectual property with respect to links, link formats or with respect to modelworks.com.

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.

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program. In addition, we make no representation that the operation of modelworks.com will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our 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. Because price changes may affect Products that you have listed on your site, your site may not include prices on your site. You also acknowledge that we may monitor your site for the purpose of ensuring the quality and reliability of links on your site.

The laws of the United States and the state of Washington will govern this Agreement. You may not assign this Agreement without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be 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.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us shall be submitted to confidential arbitration in Washington State. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

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 modelworks.com. Modifications may include, for example, changes in 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 MODELWORKS.COM WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

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.