Affiliate Agreement

OPERATING AGREEMENT

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the TheUpTrend.com Affiliate Program (the "Program"). As used in this Agreement, "we" means TheUpTrend.com, Inc., and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to TheUpTrend.com's site located at the URL www.TheUpTrend.com, or to the site that you will link to our site (and which you will identify in your Program application).

    1.    Enrollment in the Program

To begin the enrolment process, you will submit a complete Program application via our site. We will evaluate your application in good faith, and will notify you of your acceptance or rejection. We may reject your application if we determine that your site is unsuitable for the Program. Unsuitable sites include those that:

• Promote sexually explicit materials
• Promote violence
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• Promote illegal activities
• Otherwise violate intellectual property rights

    2.    Links on Your Site

Once you have been notified that your site has been accepted into the program, you may provide on your site the following type of link to our site:

·         General Link to TheUpTrend.com Home Page: You may provide a general link on your site to our home page at www.TheUpTrend.com We will provide you with guidelines and graphical artwork to use in the linking to our home page.

To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will only earn referral fees with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to the Agreement.

    3.    Order Processing

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

    4.    Referral Fees

We will pay you (in accordance with the following Sections) referral fees on Subscription sales to third parties. For a Subscription sale to be eligible to earn a referral fee, the customer must follow a Special Link from your site to our site, select and purchase the Subscription using our automated ordering system, accept delivery of the Subscription, and remit full payment to us.

You may not purchase Subscription during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for Subscription to be used by you or your friends, relatives or Affiliate in any manner. Such purchases may result in the withholding of referral fees or the termination of the Agreement. Subscriptions that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Products."

    5.    Referral Fee Schedule

You will earn referral fees based on qualifying revenues according to referral fee schedules to be established by us. "Qualifying revenues" are revenues derived by us from our sales of qualifying products, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, and bad debt. The current referral fee schedule is:

5a. You will Earn $2 US every time someone signs up for a Free Trial. (We do use a proprietary Fraud Detection System to monitor each Free Trial Users activity. And this offer is only good for new customers who reside in North America, over 21, 1 per family, per year.)
You will Earn $25 US for each new customer who signs up for our Month To Month Payment Plan, and stays 61 days after the 30 Day Free Trial Period is over.
You will Earn $60 US for each new customer who signs up for our 1 year membership, and stays 61 days after the 30 Day Free Trial Period is over.
You will Earn $220 US for each new customer who signs up for our 5 year membership, and stays 61 days after the 30 Day Free Trial Period is over.

    6.    Referral Fee Payment

We will pay you referral fees on the first day of each month directly to your PayPal account.

This amount will include all referral fees earned on our sales of Qualifying Subscriptions that have now reched their 61 after the Free Tiral Period is over.

If the customer returns a Subscription that generated a referral fee, we will deduct the corresponding referral fee from your next monthly payment. If there is no subsequent payment, we will send you a bill for the referral fee.

    7.    Policies and Pricing

Customers who buy a Subscription through this Program will be deemed to be customers of TheUpTrend.com. Accordingly, all TheUpTrend.com rules, policies and operating procedures concerning customer orders, customer services, and Subscription 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 Subscription sold under this program in accordance with our own pricing policies. Subscription prices and availability may vary from time to time.

    8.    Limited License

We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Subscription sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

    9.     Responsibility for 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. For example, you will be solely responsible for:

• The technical operation of your site and all related equipment

• Creating and posting Subscription descriptions on your site and linking those descriptions to our sales page

• 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 you never send unsolicited, or Spam emails.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of your site.

    11.    Term of the Agreement

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 our site, and all TheUpTrend.com trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral fees on our sales of Qualifying Subscription occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

    12.    Modification

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 our site and emailing a copy to your email address of record. 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 posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

    13.    Relationship of Parties

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 Section.

    14.    Limitation of Liability

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.

    15.    Disclaimers

We make no express or implied warranties or representations with respect to the Program or any Subscription sold through the Program (including, without limitation, warranties of fitness, merchantability, non infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

    16.    Independent Investigation

You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time solicit customer referrals on terms that my 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.

    17.    Miscellaneous

This Agreement will be governed by the laws of the province of Ontario, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in courts located in the city of Toronto, in the province of Ontario, and you irrevocably consent to the jurisdiction of such 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 provision or any other provision of this Agreement.

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