FBM Software Affiliate Service Agreement

This Affiliate Program Agreement ("Agreement") is made and entered into between FBM Software and you, an affiliate of FBM Software Affiliate Program ("You", "Your", "Affiliate"). This Agreement shall be effective upon acceptance of your completed Affiliate Program Application. FBM Software reserves the right to accept or reject your application. Your application will be rejected if we determine that your site is unsuitable for the Program. Unsuitable sites include those that promote pornography; promote violence or use of illegal substances; promote discrimination based on sex, race, religion, nationality, disability, sexual orientation or age; promote hate, crime or other illegal activities; include trademark of FBM Software of its affiliates, or variations or misspellings of any of them, in their URLS to the left of the top-level domain name; or otherwise violate intellectual property rights.

I. Links

a. You agree that within 30 days of the effective date of this agreement, you will include Placements that link from your website to the FBM Software site.

b. Maintenance and Monitoring of Placements

i. You agree to link only to those specific web pages designated in the Placements, and to use only the Placements provided for such purpose. You shall not alter the Placements in any way.

ii. FBM Software has the right to monitor the content on your site in order to monitor use of the Placements and for compliance with the terms of this Agreement. You agree to not block or interfere with such monitoring activities. FBM Software has the right to notify Affiliates of any reasonable modifications needed to comply with FBM Software guidelines for the use of the Placements, and you agree to promptly make such changes.

iii. You shall cooperate with FBM Software in order to establish and maintain any Placements between FBM Software's site and Affiliate's site. You shall not display any link pertaining to FBM Software other than the Placements provided to you. If FBM Software updates the Placements, you will replace the old Placements with the new ones within 24 hours.

iv. You agree that FBM Software will be allowed to place an identifying tag in each Placement that will identify the origin of a user that arrives directly at the FBM Software site by clicking on the Placement.

II. Commissions (subject to modification pending decision on which commission structure to use)

i. You will receive a 20% commission for orders referred through your affiliate links. For a sale to generate such a commission, the customer must complete the purchase of the FBM Software product or service.

ii. You are solely responsible for using a correctly structured and coded affiliate link to refer potential customers.

iii. You acknowledge that if the customer removes or blocks the "cookie" from his/her computer system prior to the purchase, your commission may not be correctly tracked.

III. Compliance with Applicable Laws

Affiliates are solely responsible for the accuracy and appropriateness of all materials posted on their web site, and for ensuring that their activities are not defamatory, in violation of copyright laws or otherwise illegal. You agree that your activities are in full compliance with all applicable laws in your jurisdiction. You agree to defend, indemnify and hold FBM Software harmless for any violations of the foregoing.

IV. Modifications

FBM Software has the exclusive right to make changes to the FBM Software Affiliate Program at any time. Such changes will be communicated here.

V. Terms and Termination

The term of this Agreement will commence on the Effective Date and will end when terminated by either party. Either FBM Software or you may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon this Agreement's termination, all licenses granted herein shall immediately terminate and you will immediately stop the use of, and remove from Affiliate's Web site, all links to the FBM Software site, and all FBM Software trademarks or logos, other FBM Software marks and all other materials provided in connection with this Agreement.

VI. Grant of Licenses

a. You have the non-exclusive, non-transferable and non-sublicensable right to use and display fbmsoftware.com Marks, only in reference to FBM Software's services and products in connection with the placements, and only in the form which FBM Software provides you for such limited purposes. The usage of Marks must be truthful, fair and not misleading. Marks must not be incorporated into your own product names, trademarks, service names, logos, or company names. You shall not use marks or logos that are confusingly similar to FBM Software's Marks.

b. You grant FBM Software a non-exclusive, non-transferable, revocable right to use your name, title, and logo in the advertising, marketing, promoting and publicizing related to FBM Software's rights under this Agreement. FBM Software is not obliged to so advertise, market, promote or publicize your participation in the Affiliate Program.

c. You agree not to use FBM Software's proprietary materials, marks or other intellectual property in any manner that is disparaging or put FBM Software.com in a negative light. Each party reserves all of its respective rights in the proprietary material and intellectual property covered by this license.

VII. Limitation of Liability

FBM Software shall not be liable under this Agreement for any special, incidental, indirect, or consequential damages arising out of or related to this Agreement, the services or FBM Software's performance hereunder, even if FBM Software has been advised of the possibility of such damages.

VIII. Indemnification

You agree to defend, indemnify and hold harmless FBM Software and its employees, directors, representatives, agents, and affiliates against any and all claims or proceedings filed against FBM Software based on or arising from any claim resulting from your breach of the warranties and covenants. You agree to pay all costs, damages, and expenses, including, but not limited to, reasonable attorney's fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim or proceeding.

VIII. Representations, Warranties and Covenants

You represent, warrant and covenant that 1) you have full right and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligation under this Agreement, without the approval or consent of any other party; 2) you have sufficient right, title, and interest in and to the rights granted to FBM Software in this Agreement; 3) the material posted on Affiliate's web site does not defame any third party or violate or infringe upon the rights of any third party or any applicable laws that pertain to it; you shall not make any representations or warranties regarding the services offered by FBM Software; and 5) you shall not make or publicize any statements that are disparaging of FBM Software.com or that otherwise portray FBM Software in a negative light.

IX. General Conditions

FBM Software has the exclusive right to disqualify any individual it suspects or undermining or manipulating the registration and/or qualifying process, the operation of the Affiliate Program by attempting to circumvent the referral fee schedule or artificially increasing your fees or by referring low-value new customers or by other fraudulent methods or results, or to be acting in violation of this Agreement. FBM Software may cancel the Affiliate Program, at its sole discretion. In the event of your non-compliance with any requirement stated in this Agreement, or to the extent that you are referring low-value new customers, FBMSoftware.com may withhold or reduce any payments due to you until resolution of all disputes.