Soul Arch Media & Marketing Affiliate Agreement
This Agreement contains all of the terms and conditions between Soul Arch Media & Marketing and the individual, business or organization (the "Publisher") participating in the Soul Arch Media & Marketing Affiliate Program (the "Program"). In this Agreement, "we" and "us" means Soul Arch Media & Marketing, and "you" means the Publisher participating in the Program. "Soul Arch Media & Marketing Web Site" or "Our Site" means the web sites operated by Soul Arch Media & Marketing, and "Your Site" means the web site(s) you submitted to be part of this Program.

1. Enrolment in the Program
To begin the enrolment process, you must submit a properly completed Program application via Our Site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine, in our sole discretion, that Your Site is unsuitable for the Program. Your Site may be deemed by us to be unsuitable if, in our view, it:

a. Contains promotes or links to sexually explicit or violent material;

b. Promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;

c. contains unlawful material, including but not limited to materials that may violate another's intellectual property rights, or links to a site that contains such material;

d. Contains information regarding, promotes or links to a site that provides information or promotes illegal activity; or

e. For any other reason that is deemed by us to be unsuitable.

In this regard, you understand that we reserve the right to conclude that Your Site is unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have been accepted despite having the same or similar characteristics as Your Site. You also understand that if we accept your application, such acceptance shall not imply that Your Site does not meet one or more of the criteria that would have permitted us to reject your application. If we reject your application, you are welcome to reapply to the Program at any time.

By enrolling in the Program, You represent that You are at least 18 years of age and that you are acting as an authorized agent of the company you represent. Multiple accounts held by the same individual or entities are subject to immediate termination unless expressly authorized in writing by Soul Arch Media & Marketing.

2. Promotion of Our Program Relationship
As a Publisher, we will make available to you the code necessary to display the Soul Arch Media & Marketing Ads, which, subject to the terms and conditions hereof, you may display as often and in as many areas on Your Site as you desire. The Code will serve to identify Your Site as a member of our Program.

a. Soul Arch Media & Marketing Code

Subject to the terms of clause (b) below, the Soul Arch Media & Marketing Code will consist of a code provided by us (and subject to change from time to time in our sole discretion), which will enable Your Site to display the Soul Arch Media & Marketing Ads.

b. Agreements Regarding The Soul Arch Media & Marketing Code

You are not required to display ads, but in utilizing the Code referenced in clause (a) above, you agree that you will cooperate fully with us for the term of this Agreement to comply with the technical specifications provided by Soul Arch Media & Marketing to enable proper display of the Code in connection with Your Site, including without limitation by not modifying the Code or other programming provided to You by Soul Arch Media & Marketing in any way.

3. Responsibilities and Opportunities of Publishers
a. If you qualify and agree to participate as a Publisher, you shall display the Code set forth above prominently throughout Your Site as you see fit and without our prior consent.

b. As a Publisher, you may become entitled to earn payments as set forth in Article 4.

c. Compliance with this Agreement: 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.

4. Commission
a. Commission to Publisher: Soul Arch Media & Marketing shall pay Publisher a commission on Revenue (as defined below) generated from sales of Services ordered after a Customer has accessed the Soul Arch Media & Marketing website from the Publisher’s site, or as set forth below. The commission percentage shall be five percent (5%) of Revenue for services completed at www.soularchmedia.com, or as set forth below. For purposes of this Agreement, "Revenue" means the total revenue received by Soul Arch Media & Marketing on any Service, less applicable discounts, costs of returns, and permissible charge-backs (such as refunds or returns), as determined by Generally Acceptable Accounting Principles consistently applied. In order for such commission to fund, the order shall be placed after the Customer accesses the Publisher’s Site or contacts Soul Arch Media & Marketing and references Publisher. Commission payments shall be made monthly, within (30) thirty days after the close of the month in which the Revenue is received by Soul Arch Media & Marketing.

b. Accounting Matters: All payments pursuant to this article 4 shall be in Australian dollars and shall be subject to applicable governmental regulations and rulings, including the withholding of any taxes required by law.

5. Your Responsibilities

You are solely responsible for ensuring that the content of Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity, below; will protect us if you do so.

6. Publicity

You agree that Soul Arch Media & Marketing may use Your name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. You shall not create, publish, distribute, or permit any written material that makes reference to Soul Arch Media & Marketing without first submitting such material to us and receiving our prior written consent, which we agree shall not be unreasonably withheld.
7. Term of this Agreement and Termination
You may cancel the participation of any Site in the Program and/or terminate this Agreement with or without cause at any time by removing the Code or similar programming from Your Sites. Soul Arch Media & Marketing may at any time, in its sole discretion, terminate the Program, terminate this Agreement, or suspend or terminate the participation of any Site in the Program for any reason. In addition, Soul arch Media & Marketing reserves the right to terminate without notice any account that has not generated any referrals for a period of two (2) months or more.

8. Modification
We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. A change notice will be posted on Our Site. Modifications may include, but are not limited to, changes in the scope of available payments, payments schedules, payment procedures and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement as provided in Article 7; should you so terminate the changes we have announced shall nevertheless become effective unless we agree, in writing, to the contrary. 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.

9. Relationship of Parties
You and Soul Arch Media & Marketing 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 Article.

10. Confidentiality
You agree not to disclose Soul Arch Media & Marketing Confidential Information without Soul Arch Media & Marketing's prior written consent. “Soul Arch Media & Marketing Confidential Information" includes without limitation: (a) all Soul Arch Media & Marketing technology, programming, technical specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Site performance in the Program provided to You by Soul Arch Media & Marketing; and (c) any other information designated in writing by Soul Arch Media & Marketing as "Confidential" or an equivalent designation. It does not include information that has become publicly known through no breach by You or Soul Arch Media & Marketing, or information that has been (i) independently developed without access to Soul Arch Media & Marketing Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

11. Limitation of Liability
We will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for 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 payments paid or payable to you under this Agreement.

12. Indemnification
You hereby agree to indemnify and hold harmless Soul Arch Media & Marketing, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (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, (iii) the development, operation, maintenance and content of Your Site and products and services offered from Your Site, or (iv) any claim related to Your Site, including, without limitation, content therein not attributable to us.

13. Notification
All necessary notices and requests required or permitted to be given under this agreement will be in writing under the form of fax, email or in writing via registered mail or certified mail return receipt requested. The date of receipt shall be deemed the date on which such notice or request has been given. Until such time as written either party gives notice of a change of address, any such notice or request shall be deemed sufficiently addressed when directed to the addresses of the parties.

14. Construction
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. 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.

15. No Guarantee
Soul Arch Media & Marketing makes no guarantee regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to You under this Agreement.

16. No Warranty
Soul Arch Media & Marketing MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

17. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of Queensland, Australia.

18. Entire Agreement
This agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS, YOU UNDERSTAND THAT Soul Arch Media & Marketing MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) ENGAGE IN SIMILAR ARRANGEMENTS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.