Affiliate Agreement This Affiliate Program Agreement (the "Agreement") sets forth the terms and conditions regarding the Affiliate Program (the "Program") of Mace Software Inc. ("Developer"). BY CLICKING ON THE "SUBMIT" BUTTON AT THE END OF THE AFFILIATE APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "AFFILIATE") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS. 1. Definitions. Capitalized terms in this Agreement will have the meanings set forth below or attributed to them in various sections of the Agreement. "Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing. "Link" means a URL included within a Mace Software Component which allows an Affiliate Originated Visitor to order the product using the affiliate identification necessary to compensate the affiliate. 2. Enrollment in the Program. To begin the enrollment process, Affiliate will submit a complete Affiliate Program application via www.macesoftware.com/affiliate.mv. Mace Software will evaluate Affiliate's application. Mace Software may reject Affiliate's application, with or without notice to Affiliate, if Mace Software determines for any reason in its sole discretion that Affiliate Site is unsuitable for the Program. Following Mace Software's acceptance ("Effective Date"), Mace Software reserves the right to terminate this Agreement immediately with or without notice to Affiliate. 3. Links. Affiliate agrees to promptly post at least one Link (the "Affiliate Link(s)") to the Mace Software downloadable file at one (or more) web sites owned or operated by Affiliate (the "Affiliate Site(s)") in no event later than five (5) business days following Mace Software's acceptance of Affiliate into the Program. Mace Software will make available to Affiliate the Mace Software Component. The downloadable files branded with the Affiliates ID code must be hosted on the Affiliates site. Links may not be placed in newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done so in such a way that it is not misleading to any Affiliate Originated Visitor and done so with the intention of delivering downloads of the Mace Software product. Affiliate acknowledges that the Mace Software file(s) provided by Mace Software for inclusion in the Affiliate Site will include the Mace Software tradename, trademark, service mark and/or logo (the "Mace Software Brand Features"), and Affiliate has no right to alter, remove, or customize the Mace Software Brand Features or alter or customize the Mace Software Component. Affiliate will not use or display the Mace Software Component(s), Link(s) or the Mace Software Brand Features in a manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of Mace Software, or the goodwill associated with the Mace Software Brand Features. 4. Affiliate Obligations. Affiliate will be solely responsible for the development, operation and maintenance of Affiliate Site and for all materials that appear on Affiliate Site, including but not limited to: (a) the accuracy and appropriateness of materials posted on Affiliate Site; and (b) ensuring that materials posted on Affiliate Site do not violate or infringe upon the rights of any third party. Affiliate hereby agrees to indemnify, defend and hold harmless Mace Software, its shareholders, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including, without limitation, attorneys' fees) arising from the development, operation, maintenance and contents of Affiliate Site. 5. Payments. Mace Software will pay Affiliate $1.00 for each order received by Mace Software from a file that was downloaded from the Affiliates site. Unless otherwise agreed in writing, payments will be calculated on a quarterly basis. Approximately fifteen (15) days following the end of each calendar quarter, Mace Software will send Affiliate a check for the commissions earned in such quarter, less any fraudulent, redundant, or non-qualifying orders. Affiliate shall be responsible for any and all tax liability arising out of your accrual or receipt of commission revenue. Affiliate hereby agrees to indemnify and hold Mace Software harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from such tax liability. 6. License Grant. Mace Software hereby grants to Affiliate a limited, nonexclusive, royalty-free, nontransferable, worldwide license, without the right to sublicense, to distribute and display the Mace Software products at the Affiliate Site in the form delivered by Mace Software. 7. Reservation of Rights. Mace Software reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. Mace Software retains all right, title, and interest in and to the Mace Software products, Mace Software Graphic and the Mace Software Site, together with all Intellectual Property Rights thereto. 8. Program Information. Mace Software will own all right, title and interest in and to all information that is created or collected in the operation of the Mace Software Site including, without limitation: (i) any contact information collected from sales. Mace Software will make Sales Information available via email to Affiliate upon request. Affiliate will not disclose any Sales Information to any third party without Mace Software's prior approval. Subject to the terms and conditions of this Agreement, Mace Software grants to Affiliate a worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and subject to the restrictions set forth in this Section. 9. Termination. This Agreement will become effective on the Effective Date and remain in effect until August 31, 2002, and shall automatically renew for thirty (30) day periods unless sooner terminated as provided below. Notwithstanding the above, this Agreement may be terminated (i) by Mace Software, with or without cause, and with or without notice to Affiliate, and (ii) by Affiliate, with or without cause, by removing the Mace Software Component from the Affiliate Site, and notifying Mace Software of its intention to terminate the Agreement. Upon termination or expiration of the Agreement: (i) all licenses granted herein shall terminate; (ii) Affiliate shall immediately remove any Affiliate Link(s) from Affiliate Site; (iii) Mace Software will pay Affiliate any accrued and unpaid Fees, provided such fees exceed $25; and (iv) Sections 11, 12, 13, 14, 15, 16 and 17, and this sentence will survive. 10. Modification. At any time and in Mace Software's sole discretion, Mace Software may modify any of the terms and conditions contained in this Agreement by (i) posting a change notice or a new agreement on www.macesoftware.com/agreement.mv, and/or (ii) emailing a revised agreement to Affiliate. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING MACE SOFTWARE'S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT WWW.MACESOFTWARE.COM/AFFILIATE.MV AND/OR AFFILIATE'S RECEIPT OF A REVISED AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION. 11. Disclaimer. THE MACE SOFTWARE SITE AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND MACE SOFTWARE EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE MACE SOFTWARE SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, MACE SOFTWARE MAKES NO REPRESENTATION THAT OPERATION OF THE MACE SOFTWARE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND MACE SOFTWARE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 12. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL MACE SOFTWARE BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, MACE SOFTWARE S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT. 13. Authority. If the person entering into this Agreement is acting on behalf of his or her company, such person represents to Mace Software that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Affiliate, that this Agreement has been duly authorized by Affiliate and that this Agreement will constitute the legal, valid and binding obligation of Affiliate. Such person hereby agrees to indemnify and hold Mace Software harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section. If the person entering into this Agreement is acting on one's behalf, such person represents to Mace Software that he or she is an individual, 18 years of age or older, and a legal resident of the United States. 14. Publicity. Affiliate shall not create, publish, distribute, or permit any written material that makes reference to Mace Software without first submitting such material to Mace Software and receiving written consent from Mace Software. 15. Relationship of Parties. Affiliate and Mace Software are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Affiliate will have no authority to make or accept any offers or representations on Mace Software's behalf. Affiliate will not make any statement, whether on Affiliate Site or otherwise, that reasonably would contradict anything in this Section. Affiliate, as an independent contractor, will have sole responsibility for its expenses, employees, sales representatives and agents. 16. Miscellaneous. This Agreement shall be interpreted in accordance with the laws of the State of West Virginia without reference to conflicts of laws provisions, and any legal proceeding arising out this Agreement will occur in Charles Town, West Virginia. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between Mace Software and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between Mace Software and Affiliate with respect to the subject matter hereof. Affiliate may not assign all or any part of this Agreement without Mace Software's prior written consent. Except as set forth in Section 10, this Agreement may not be modified without the prior written consent of both parties. 17. Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given. Notice to Mace Software will be directed to Mace Software Inc., 204 Veronica Lane, Charles Town, WV 25414, Fax: (304) 725-1957, Email: affiliates@macesoftware.com.