Application Process.
In order to participate in the Affiliate Reseller Program, You must complete the Affiliate Reseller Program Application available on the Email Media Group, Inc. Site. We will evaluate and process Your application in good faith. Your Application will automatically be accepted into the Affiliate Reseller Program unless We notify You that Your Application has been rejected. We may accept or reject Your Application in the exercise of our sole discretion for any reason. If We reject Your application, You are welcome to reapply to the EMG Affiliate Reseller Program at any time.

Promotion of Our Affiliate Links.
Once you have been accepted to participate in the Affiliate Program, You will have access to Email Media Group, Inc. graphic and textual links (each of these links sometimes being referred to herein as a "Link") which You will prominently display on Your Web Site. The Links will serve to identify Your site as a member of the EMG Affiliate Reseller Program and will establish a link from Your site to Ours.

You agree that You will cooperate fully with Us in order to establish and maintain such Links. To permit accurate tracking, reporting and payment of commissions hereunder, You will have access to Link formats through the EMG Affiliate Reseller Site to be used in Links between Your Site and Our Site. You must ensure that each of the Links between Your Site and the EMG Site properly use such Link formats. You will only earn commissions with respect to activity on the EMG Site occurring directly through use of Links. You also agree that You will display on Your site only those graphic or textual images (indicating a Link) provided by Us, and You will substitute such images with any new images provided by Us from time to time throughout the term of this Agreement.

Responsibility Regarding 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. Ensuring that materials posted on Your site do not violate or infringe upon the rights of any third party and are not slanderous or otherwise illegal. We disclaim all liability and responsibility for such matters.

We have the right in Our sole discretion to monitor Your site at any time and from time to time to determine if You are in compliance with the terms of this Agreement. If You are not in compliance We may terminate this Agreement immediately. You are responsible for the accuracy and appropriateness of all materials posted on your Site, and for ensuring that materials posted on your Site do not include materials that are unlawful, harmful, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable, or include or promote sexually explicit or "adult" materials, violence or discrimination.

Subject to the terms and conditions of this Agreement, We hereby grants to You, for the term of this Agreement, a non-exclusive, non-transferable, revocable license to display the Licensed Marks solely in connection with providing a link from Your Site to the EMG Site. You may not modify the Licensed Marks or Links in any way, and must follow any EMG instructions regarding their use, appearance and display. Upon written notice from EMG to withdraw the Licensed Marks, You shall cease using the Licensed Marks on your Site as soon as possible, but in any event within three (3) days of the date of receipt of EMG's written notice.

Responsibilities of EMG
We will process all orders placed by a customer following Special Links from your Site to the Our Site and for tracking the volume and amount of sales generated by Your site. All such customers will subsequently be customers of EMG ("Customers"). EMG reserves the right to reject orders that do not comply with any requirements that EMG may establish from time to time. EMG will be responsible for all aspects of order processing and fulfillment.

You acknowledge that You shall not be a party to any transaction between any Customer and EMG and all aspects of such orders including, but not limited to, purchase terms, payment terms, warranties, and guarantees shall be solely between the Customer and EMG.

Commissions.
Only products and services: (i) sold by EMG; (ii) purchased or licensed by Customers linking to the EMG Site from your Web Site using a Special Link; and (iii) for which EMG has received full payment will qualify you for a commission. You understand and agree that EMG products and services may be available without charge for a trial period and that no Commission will be paid to you until the completion of such trial period and receipt by EMG of full payment by a Customer for such EMG products and/or services. Commission Payments earned through the date of termination of this Agreement will remain payable only if the purchased products or services are not returned or cancelled by the Customer and will be net of all taxes, credit card processing fees, returns, charge backs, and other similar charges. You expressly understand and agree that no Commission Payments will be due from EMG to You for any orders placed by Customers after this Agreement has been terminated.

Publicity.
You shall not create, publish, distribute, permit, or transmit any written material or electronic communications that makes reference to Us without first submitting such material to Us and receiving Our written consent, which shall not be unreasonably withheld.

Use of Logos and Trademarks.
You grant to Us a non-exclusive license to utilize Your names, titles, and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner Our rights hereunder; provided, however, that We shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the expiration or termination of this Agreement.

Term of Agreement.
The term of this Agreement will begin on Our acceptance of your Affiliate Program Application and will end immediately upon termination by either party. Either EMG or You may terminate this Agreement at any time, with or without cause and without liability, by giving the other party notice of termination. Notices transmitted via email shall be effective notice hereunder. Upon termination of this Agreement for any reason, You will remove the Licensed Marks, Links, and all other EMG trademarks, trade dress, logos and other material provided to you by EMG from your Site and any and all servers in your possession or control as soon as technically feasible, but in no event shall the Licensed Marks remain on your Site more than three (5) days after such termination. We may withhold Your final payment for a reasonable time to ensure that no overpayment is made.

Indemnification.
You hereby agree to indemnify and hold harmless EMG and Our subsidiaries and Affiliates, and their directors, shareholders, employees, agents, officers, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, settlements , judgments, damages, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, or (iii) any claim related to Your site, including, without limitation, it's development, operation, maintenance and content therein not attributable to Us.

Limitation of Liability
We will not be liable for any delay in accessing and/or inability to access the EMG Site whether due to an act of God, action by any government entity, strike, network difficulty, electronic malfunction, or any other reason, or any reliability or effectiveness related to the Our Site. We make no warranty or representation that the operation of Our Site will be uninterrupted or error-free, and We will in no event be liable for the consequences of any interruptions or errors.

EMG PROVIDES THE EMG SITE AND ALL INFORMATION AND SERVICES AVAILABLE THEREIN "AS IS". EMG DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT. EMG SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING: (i) THE NUMBER OF PERSONS OR ENTITIES THAT WILL ACCESS OR "CLICK THROUGH" TO THE EMG SITE FROM YOUR WEB SITE; (ii) ANY BENEFIT THAT YOU MIGHT OBTAIN FROM INCLUDING THE LICENSED MARK(S) ON YOUR WEB SITE; OR (iii) THE AMOUNT OR VOLUME OF COMMISSIONS THAT YOU MIGHT EXPECT OR ACTUALLY RECEIVE PURSUANT TO THIS AGREEMENT.

WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE RESELLER 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 AFFILIATE RESELLER PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

You represent and warrant that you will make no promises, representations or warranties, whether written or oral, with regard to EMG or the services provided by EMG, beyond those provided by EMG in writing. You will indemnify and hold EMG harmless from all damages, claims and liabilities (including attorneys' fees and costs) resulting from a breach of the foregoing representation and warranty.

Modifications.
We may modify in its sole discretion any of the terms and conditions contained in this Agreement at any time by posting a change notice or a new Agreement on the EMG Site. Modifications may include, but are not limited to, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only option is to terminate this Agreement. Your continued participation in the Affiliate Program following the posting of a change notice on the EMG Site will constitute binding acceptance of the change.

General Provisions.
No claim or other action arising out of this Agreement, regardless of the form of action, may be brought by either party more than one (1) year after the cause of action accrued.

This Agreement contains the entire agreement between the parties and there are no understandings or agreements relative hereto other than those which are expressed therein'

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency between the parties. Neither party shall have the power or authority to bind the other or incur obligations on the other's behalf without the other's prior written consent.

Representations and Warranties.
You hereby represent and warrant to us as follows:

1. This Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.

2. The execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties.

3. You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to Us the license to use Your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to You or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

4. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby.

5. There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any Affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Your trademarks, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.

Confidentiality Agreement.
Each of the parties here to agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be operated for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not having any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Independent Investigation.
Your application submission recognizes that you have read this agreement and agree to be bound by all its terms and conditions. You understand that We may at any time (directly or indirectly) solicit customer relationships on terms that may differ from those included in this agreement. We may also solicit customer relationships with entities that operate Web Sites that compete or are similar with/to your Web Site. You have independently evaluated the desirability of participating in the EMG Affiliate Reseller Program and are not relying on any representation, statement, or guarantee other than as set forth in this agreement.

Governing Law.
This Agreement will be governed by the laws of the United States and the State of Michigan, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state 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 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 a provision or any other provision of this Agreement.