Welcome to the CRM Online Support¹ Affiliate Partner Program (“Program“). This document contains the complete terms and conditions that apply to your participation in the CRMOnlineSupport.com Affiliate Partner Program (the “Program“). As used in this Agreement, “we,” “our,” and “us” refer to Commex International, Inc., dba CRM Online Support, and “you” and “you” refer to the applicant. “Site” means a World Wide Web site, and the “CRMOnlineSupport.com” refers to our E-Commerce icon and transaction tool that is to be displayed on your site in accordance with this Agreement in order to afford visitors to your site the opportunity to purchase products (and services) offered by us.

By participating in the Program, you consent to this Agreement, our website Terms of Service, and any new version of it posted since your last visit. If the Agreement is not acceptable, then please do not participate in the Program or obtain information from CRM Online Support. This Agreement was last updated on: March 25, 2005. Failure to use this Web site in accordance with the following terms of use may subject you to severe civil and criminal penalties

Enrollment in the Affiliate Program

To begin the enrollment process, you must submit a complete Program application via our site. We will notify you after we evaluate your application. We may reject your application if your site is unsuitable (include but not limited to those that : Contain content that is unlawful, threatening, defamatory, obscene or otherwise objectionable; Promote violence, discrimination, illegal activities, violate or infringe upon intellectual property rights, or sexually explicit materials.

If we reject your application, you are welcome to reapply to the Program. If we accept your application, we reserve the right to terminate this Agreement if we ever determine (in our sole discretion) that your site is unsuitable for the Program for any reason.

Once accepted to the Program, we will authorize you to copy the code and display the CRMOnlineSupport.com logo (icon) on your site. Changes for new products, logos, and information will occur automatically, without any prior notice to you. You will not be required to change any code, as we change our products automatically.

Order Processing

We reserve the right to reject orders that do not comply with any and all our requirements that we periodically may establish.

Payment

You will earn a 15% commission on net sales (excluding taxes, shipping, etc) on all products and services sold to customers who purchase from us via your CRMOnlineSupport.com affiliate link. All customers who come via your affiliate link will receive three months lasting cookies on their computers. If your net sales exceed $1,000 for any month, you will receive 20% commissions on all products and services sold that month. If your net sales exceed $1,750 for any month, you will receive 25% commissions on all products and services sold that month. You receive a residual commission (15%,20%,25% based on above structure) from customers that continue to purchase our products and services. We will pay all commissions that accrue $50 or more on a month, within thirty days after each month end. If the commissions that accrue in any month total less than $50, we will hold the commissions and pay them to you thirty days after the end of the first month in which aggregate accrued but unpaid commissions total $50 or more.

If we must refund or credit a customer purchase you received a commission for, the commission you earned for that purchase will be subtracted from future commission earnings. Refunds can occur due to various reasons such as returns, fraud credit card purchase, suspicious order, bank chargebacks etc. If no further payments are due under this Agreement, we reserve the right to send you a bill for any commissions associated with returned products or services.

Form of Payment:

We will pay you from your earnings from your affiliate account ($50 USD minimum).using

the following payment methods: PayPal and checks.. If you choose to receive the commission via check it will be sent at the beginning of the month and delivered to you via First Class USPS (United States Postal Service). All requests for payments via check are accepted by the 30th of the current month, otherwise your request will be processed only after the 30th of the next month. You may request withdrawal via check only once per month.

Commission Structure: CRMOnlineSupport.com reserves the right to modify the terms of commission structure and delivery at any time.

Limited License

We grant you a nonexclusive, limited, revocable right to use our images and text that we may provide to you solely for the purpose of identifying your site as a Program participant and to assist in generating sales through the Program. You may not modify our graphic images or text that we may provide you in any way. You agree to follow our instructions respecting the use of our material and those instructions 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 have sole responsibility for the development, operation and maintenance of your site and for all materials that appear on your site.

Assignability.

You may not sub-license, assign, or transfer this license to anyone else without prior written consent from CRMOnlineSupport.com. Your right to use our Site is not transferable. Any password or right given to you to obtain information or products from our Site is not transferable.

Use Links Carefully:

Feel free to use your CRMOnlineSupport.com affiliate links anywhere on your web pages or to email the link address to friends. However, do not send unsolicited email, or "spam" containing your affiliate link. In addition, do not submit your CRMOnlineSupport.com affiliate link address to any search engines (except when you have a special site which sells our products). You are solely responsible for the consequences of sending unsolicited email or news postings

Relationship of Parties

You and we are independent to one another and are not related by franchise, partnership, employment, joint venture or otherwise. contractors. You have no authority to make or accept any offer or representations on our behalf or make any statement contradicting this paragraph.

Subaffiliates:

We will not move people that you claim that should be in your subaffiliates list. It is possible that the person is already a member from a while ago or that they are not accepting cookies in their browser, as this is necessary for affiliates to be placed properly in your subaffiliates list.

Indemnification

You agree to defend, indemnify and hold harmless the Program, CRM Online Support and its officers, directors, owners, agents, employees, advisers and consultants, from and against any claims, actions, demands, liability, damages (including legal and professional fees) asserted by any third party and arising from your use of the Service and the Program, your conduct, content, communications, alleged infringement of third party intellectual property or privacy rights, or violation of this Agreement.

Term of the Agreement

The terms of this Agreement will begin upon acceptance of you Program application and will end when terminated by either party. Either party may terminate this Agreement in their sole discretion, at any time with or without cause and regardless of the stated registration period otherwise applicable. We reserve the right to suspend or terminate operation of this Program, or any feature of this Program, at any time and for any reason by giving the other party written notice of termination, which may be via email but must be responded to with a reply, stating receipt, within 48 hours. Protections afforded to us and to third parties by this Agreement will survive termination. If this Agreement is suspended or terminated as a result of unauthorized use or infringement of rights to Content obtained from the System, you agree that upon request, you will destroy all copies of such Content in your possession or under your control. Upon the termination of this Agreement for any reason, you will immediately cease using, and remove from your site, all links to our Site, all our trademarks, logos, and all other materials that we may have provided to you or allowed you to use in connection with the Program.

Your are eligible to earn only those accrued commissions. Those commissions earned through the termination date will be paid only if the customer doesn’t cancel, return the products, or receives a refund or credit. To ensure payment of the correct commissions, we may withhold the final payment/

Entire Agreement and Modifications

This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content and products provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to each use of the Site and the Program. All such posted modifications will take effect at the time we specify or immediately upon their posting on our Site. If you continue using the Program following our posted change, you are accepting the changes.

Disclaimer:

Products, information and other content available from or through our Site are provided "as-is," "as available," and all warranties, express or implied, are disclaimed. We disclaim all warranties or representations express or implied and are not liable for, including, but not limited to our Program, our products and services, and error-free operation of our Site.

Limitation of Liability

We are not liable for direct or indirect or consequential damages arising in connection with this Agreement or our Program. Our total liability with respect to this Agreement will not exceed the total referral fees paid or payable to you under this Agreement.

Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF ARIZONA (USA), WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. YOU AGREE TO INITIATE AND MAINTAIN ANY LEGAL ACTION IN SUCH DESIGNATED STATE/LOCALE AND IRREVOCABLY CONSENT TO EXCLUSIVE PERSONAL JURISDICTION AND VENUE THEREIN. YOU ARE RESPONSIBLE FOR COMPLYING WITH YOUR OWN LOCAL LAWS, WHICH MAY VARY WITH RESPECT TO CERTAIN ACTIVITIES OR PEOPLE (e.g., MINORS). You agree that U.S. District Courts can hear cases involving copyright issues between us. Since we make no warranties and have limited our liabilities, you should have little reason to have a grievance with us. Should you nevertheless bring legal action against us, you irrevocably agree it will be brought and maintained within one (1) year after the claim arises or be barred. As disincentive for unwarranted litigation, you agree that if you sue us and don't win on the merits, you will pay our defense costs, including reasonable legal fees for in-house and outside counsel. If we are required to enforce this Agreement or our rights, you agree it is reasonable to send you legal notices and papers by electronic mail at your stated address (we would also attempt to send you a backup copy by regular mail).

Copyright:

The content, organization, graphics, design, compilation, and other matters related to our Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of our Site, except as allowed under "Limited Right to Use" below, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through our Site. The posting by CRMOnlineSupport.com of information or materials on our Site does not constitute a waiver of any right in such information and materials. Copyright 2005Commex International, Inc., all rights reserved