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To be an authorized affiliate of Password Safe Pro, you agree to abide by the terms and conditions contained in this agreement.

Please read this agreement carefully before registering and using the Password Safe Pro service as an affiliate. By signing up for the Password Safe Pro affiliate program, you indicate your acceptance of this agreement and its terms and conditions.

Interactive Software Solutions, LP dba Password Safe Pro AFFILIATES PROGRAM AGREEMENT

IMPORTANT! PLEASE READ CAREFULLY:

This agreement entered into by and between the Independent Affiliate, hereinafter referred to as �Affiliate� and Interactive Software Solutions, LP dba Password Safe Pro hereinafter referred to as �Company,� having its principal office in Lubbock, Texas.

As used in this Agreement, "you," "your," or "Affiliate" refers to the web affiliate that applies or participates in the Program; "we", "us", or "our" refers to Interactive Software Solutions, LP, its subsidiaries and corporate affiliates ("ISS").

By participating in the Program, you agree to be bound by all of the terms and conditions of the Affiliate Agreement below. Please DO NOT submit an affiliate application or participate in the Program if you do not agree to all of the terms and conditions of the Affiliate Agreement. 
If you are already participating in the Program, you agree to be bound by all of the terms and conditions of the Affiliate Agreement by your continued participation in the Program. If you do not agree to be bound by the terms and conditions, you must immediately notify ISS and terminate all uses of ISS's Marks (defined below), any links to ISS's website(s), and your continued participation in the Program. 
	
Affiliate is engaged in the independent trade and business of selling and promoting Computer Software.  Affiliate is desirous of offering Company�s Software programs, hereinafter referred to as �Software,� in affiliate�s product line.

This Agreement governs your participation in the Program. It does not apply to your participation in any other programs offered by ISS. 
These terms and conditions are in addition to, and not in place of, ISS's Privacy Policy and Site Terms.

Eligibility. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. By participating in the Program, you represent that you are of legal age to enter into a contract. Resellers of products that are offered for sale by ISS are not eligible to participate in the Program.

Application for Enrollment. To begin the enrollment process, you will submit a complete Program application via the www.passwordsafepro.com site. We will evaluate your application. We may reject your application for any or no reason, including if we determine, in our sole discretion, that Your Marketing Platform(s) is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that are described below.

�	Promote (including, without limitation, publish on Your Marketing Platform(s) or link to) sexually explicit materials; violence; discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; or illegal activities; 
�	Apply for, bid on, acquire, use or benefit from ISS-related search terms including but not limited to ISS trademarks, trade names, slogans or other indicia of source, sponsorship, approval or affiliation ("ISS Marks"); 
�	Manipulate search results, including but not limited to using or otherwise incorporating the word "ISS" or any other ISS Mark, or variations or misspellings of any ISS Mark in the domain name (or sub-domain name) of Your Marketing Platform(s),; 
�	Register or use any domain name containing any ISS Mark, or any colorable imitation, simulation or typographical variation of any ISS Mark; 
�	Misrepresent Your Marketing Platform(s) or any other web site that you own or control, directly or indirectly, as a ISS website, including without limitation, by "framing" or co-opting the visual "look and feel" of or text from a ISS web site or otherwise expressly or impliedly indicating you are sponsored or authorized by ISS; 
�	Violate the intellectual property rights of ISS or any third party, including, without limitation, "scraping" text or using ISS copyrighted material including but not limited to images from a ISS website; 
�	Promote marketing or advertising errors, including but not limited to pricing errors on ISS websites; 
�	Failing to comply with ISS's policies and guidelines; 
�	Represent ISS or any of its products, services or personnel in a negative manner; 
�	Breach of a provision of this Agreement; 
�	Automate the sending of traffic at a rate or in a form that may cause disruption to ISS; 
�	Access or attempt to access an area of any of ISS's web sites for which access is not authorized; 
�	Saving of e-value codes to extend the intended length of a promotion; 
�	Send, or have a third party send, directly or indirectly, commercial electronic mail messages that (1) contain Qualifying Links or other materials provided by ISS or that relate to the Program and (2) are not in compliance with Your Marketing Platform(s)'s privacy policy or with applicable federal, state, or local laws, including CAN-SPAM Act of 2003. 
Use of "adware" that ISS considers inappropriate.

NOW, THEREFORE, the parties agree as follows:

1.	Affiliate, through Affiliate 's independently established business of solicitation and sale of software programs, agrees to use its best efforts to promote and develop the solicitation and sale of Software on behalf of the Company.

2.	Affiliate acknowledges and agrees that these services are being provided by Affiliate as an independent contractor and nothing herein shall be construed so as to create the relationship of employer and employee between the Affiliate and Company.

3.	Affiliate is a competent business entity and shall uphold ethical business practices.  Affiliate agrees to carry out all duties and services performed hereunder in conformance with such techniques, procedures and professional standards, which are recognized in the industry.

4.	Affiliate agrees to conduct themselves in a professional manner and shall refrain from taking any action, which would interfere with or jeopardize the business and professional reputation of the Company.  Affiliate shall at all times act in a careful and prudent manner in the conduct of business.

5.	Affiliate agrees to accept and Company agrees to pay the agreed upon commission listed on the site for all net Software sales made by Affiliate.  (Commission is not paid on any taxes or shipping).  The Company will track all sales and furnish a monthly accounting to the affiliate.  Affiliate will be paid commission monthly on all paid sales exceeding ($50) fifty dollars.  . However, if the referral fees payable to you for any month are less than $50.00, we will hold those referral fees until the total amount due is at least $50.00 or this Agreement is terminated. If a customer returns a Qualifying Product that generated a referral fee, we will deduct the corresponding referral fee from your next monthly payment, but if there is no subsequent payment, we will send you an invoice for the referral fee, which shall be payable by you within thirty (30) days of your receipt of the invoice.

6.	The Affiliate is responsible for all administrative expenses incurred in performing services accepted from the Company.  
7.        Affiliate�s Responsibilities 
7.1   Affiliate�s are solely responsible for, and we disclaim all liability for, the development, operation and maintenance of Affiliate �s Marketing Platform(s) and for all materials, information, representations, errors and omissions on Affiliate�s Marketing Platform(s).
7.2   Affiliate understands that prices and availability of products on the ISS Site may vary from time to time, and the availability and price of any particular product cannot be guaranteed. It is therefore not recommended that you place individual product pricing on Your Marketing Platform(s); however, if you do place such product pricing on Your Marketing Platform(s), you agree to notify visitors of Your Marketing Platform(s) that prices and availability of products on the ISS Site may change without notice.

If you collect any information from a browser, you must have a clearly visible privacy policy in Your Marketing Platform(s).

7.3  You will not make any representations, warranties or other statements concerning us, ISS Site, Administrator or the Administrator Site; or use comparative statements, promotions, offers, marketing or advertising with respect to any Offer or other ISS promotion, offer, marketing, or advertising. Any and all electronic messages initiated or sent by you, directly or indirectly, must not identify, suggest, imply, mislead, or be likely to mislead a recipient into believing we are the sender or sponsor of such electronic messages.

7.4  You may display Qualifying Links only on Your Marketing Platform(s)s, and no other sites. The position, prominence and nature of Qualifying Links shall comply with requirements specified in the Offer, on the Administrator Site, or as otherwise communicated to you.

7.5 You agree to cooperate with ISS's customer service personnel in ISS's handling of customer service inquiries and claims related to products or services. You shall not respond to any customer service inquiries regarding ISS products or services and shall immediately refer any customer correspondence, inquiries and complaints related to products or services to http://www.passwordsafepro.com/contact.php

7.6 You will keep confidential all Confidential Information, using at least the same degree of care you use in protecting your own proprietary information and trade secrets but in no event less than reasonable care. You may disclose Confidential Information to your employees and agents only on a need-to-know basis and only as necessary for the purposes contemplated by this Agreement. You warrant that any such employees and agents to whom you disclose Confidential Information shall recognize this non-disclosure obligation and you shall cause them to comply with it. Your obligation to preserve the confidentiality of the Confidential Information shall continue after expiration or termination of this Agreement. You may disclose Confidential Information to the extent as may be required by applicable law, in which case you shall first promptly notify ISS.

7.7 You agree to be responsible for the acts, misrepresentations and omissions of your affiliates, sub-affiliates, and subsidiaries that are connected with your participation in the Program. In addition, you agree to be responsible for any noncompliance of this Agreement by your affiliates, sub-affiliates, and subsidiaries; notify us and the Administrator of such noncompliance, and cooperate with us to enforce the terms of this Agreement.

8.	The laws of the state of Texas shall apply to the interpretation and construction of this contract and to the relationship between the parties.  Any dispute that arises under this Independent Contractor Agreement will be litigated in the Texas District Court for Lubbock County, Texas, and Affiliate agrees to be bound by the jurisdiction of the Texas District Court for Lubbock County.

9.	This Agreement supersedes all prior agreements or contracts, written or oral, heretofore made and entered into between the parties.  This Agreement shall be effective from and after the date first above written and may be terminated by either party for any reason or for no reason on the terminating party giving ten (10) days prior written notice to the other party.  Not withstanding the forgoing, this agreement shall terminate immediately upon the happening of any of the following events:

a.	The dissolution of Affiliate.
b.	The dissolution of Company.
c.	The conviction of a criminal offense.

10.     Authorized use of Software

a.  Display. Affiliate shall have the right to electronically display                  the Software.
b.  Digitally Copy.  Affiliate may not copy the Software.
c.  Electronic Links.  Affiliate may provide electronic links to the                 Software programs to and from the Company�s web page(s)                 and is encouraged to do so in ways that will increase the                      sale of the Software.  Company staff will assist Affiliate upon
     request in creating such links effectively.

11.     Warranties

Subject to the Limitations set forth elsewhere in this Agreement:
 	 Company warrants that it has all rights to sale the Software, and that use of the Software by Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright of any third party. The Company shall indemnify and hold Associate and Authorized Users harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney�s fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of the use of the Software by the Associate or any Authorized User in accordance with the terms of this Agreement. This indemnity shall survive the termination of the agreement.

12.	     Limitations on Warranties

Notwithstanding anything else in this agreement:  Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Software.  Company makes no representation or warranty, and expressly disclaims any liability with respect to the content of the Software, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy trademark rights, moral rights, or the disclosure of confidential information.  Except for the express warranties stated herein, the Software is provided on an �As Is� basis, and Company disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Software or any part thereof, including the medium on which the Software is delivered, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose.

13.	    Force Majeure

Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and any other cause beyond the reasonable control of the party whose performance is affected.

14.	Entire Agreement

This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.

15.	Amendment

No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Company and Associate.

16.	Severability

If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

17.	Waiver of Contractual Right  
Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

18.	Assignment

Associate shall not assign or otherwise transfer its rights under this Agreement without the prior written consent of Company. Any attempt to make such an assignment without Company�s consent shall be void.

19.	Governing Law

The Parties acknowledge that this Agreement has been made in Texas and agree that it shall be construed pursuant to the laws of the State of Texas.

20.	Notices

All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or shall be deemed received within five days after mailing if sent by registered or certified mail, return receipt requested. If any notice is sent by facsimile, confirmation copies must be sent by U.S. Mail or hand delivery to the specified address. Either party may from time to time change its Notice Address by written notice to the other party. This Agreement constitutes the entire agreement between you and us with respect to the specific subject matter hereof. 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 the ISS Site or the Administrator Site or providing you notice of such modification via e-mail. 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 NOTICE OF MODIFICATION AS PERMITTED HEREIN WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

This contract shall inure to the benefit of and be binding upon the parties, their successors, heirs, and personal representatives.

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