Merchant Referral Terms and Conditions

Affiliate Relationship

Affiliate agrees to use commercially reasonable efforts to promote and solicit orders for TrialPay's services on a non-exclusive basis in accordance with the terms and conditions of this Agreement. However, nothing in this Agreement shall be construed as limiting in any manner (i) TrialPay's marketing or distribution activities or its appointment of other affiliates, distributors, or representatives of any kind, or (ii) if applicable, an Affiliate Agreement or Affiliate Agreement Insertion Order entered into between the parties. Affiliate acknowledges and agrees that TrialPay is not bound to any price (or any other term) with respect to the sale of any TrialPay product or service until TrialPay has accepted such sale and Affiliate will not represent or imply anything to the contrary. Affiliate acknowledges and agrees that additional terms and conditions applicable to Affiliate are and will be maintained on a webpage that TrialPay designates as Affiliate's "TrialPay Merchant Website," which terms and conditions are incorporated herein by this reference. TrialPay reserves the right to modify this Agreement (including, without limitation, any additional terms and conditions maintained on the TrialPay Merchant Website) at any time, effective upon first posting of an updated version of this Agreement. Affiliate is responsible for regularly reviewing this Agreement and becoming familiar with any such modifications. Affiliate's participation in the TrialPay Referral Program after any such modification shall constitute Affiliate's consent to such modification.

Linking Arrangement

If TrialPay and Affiliate agree that Affiliate will participate in TrialPay's Referral Program by including a link from Affiliate's website to TrialPay's website, then Affiliate agrees to place TrialPay's GIF button(s) link provided by TrialPay (the "Link") in a prominent position on Affiliate's website. Affiliate agrees that it will not (i) include any HTML code in the Link file, or (ii) otherwise alter the Link without TrialPay's prior written consent. Subject to the terms of this Agreement, TrialPay hereby grants Affiliate a non-exclusive license during the term of this Agreement to place the Link on Affiliate's website in a manner consistent with TrialPay's trademark policies promulgated from time to time.

Revenue Sharing

Subject to the terms of this Agreement and Affiliate's compliance therewith, TrialPay agrees to compensate Affiliate for each Qualified Referral in accordance with the terms specified on the then current TrialPay Merchant Website during the period specified therein. A "Qualified Referral" shall mean any customer of TrialPay that either (i) enters the TrialPay website directly and identifiably via a Link, or (ii) is referred by Affiliate to TrialPay in writing, is ready to purchase TrialPay services at the time of the referral, and is accepted by TrialPay in writing as a Qualified Referral (which acceptance will not be unreasonably withheld).

Payment

All undisputed revenue share payments shall be made on a calendar quarterly basis within thirty (30) days after the end of the calendar quarter during which TrialPay paid the applicable Transaction Revenues to the Qualified Referral. Affiliates that are existing TrialPay merchants (using the TrialPay services) will be paid by credit to their merchant account. However, any quarterly revenue share payment that would be less than one hundred dollars ($100) will not become due and payable until the end of the quarter in which the cumulative quarterly revenue share payment would first equal or exceed one hundred dollars ($100).

Term/Termination

This Agreement shall commence on the Effective Date and shall remain in effect for two (2) year(s) from the Effective Date, unless terminated earlier as provided in this Agreement. Either party may terminate this Agreement if the other party materially fails to perform any of its obligations and such failure continues for a period of thirty (30) days after receipt by the defaulting party of a written notice specifying the default. Further, TrialPay may terminate this Agreement at its discretion.

Warranty Disclaimer

TRIALPAY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

Proprietary Information

Affiliate acknowledges that, in the course of performing its duties under this Agreement, it may obtain business, technical or financial information relating to TrialPay, all of which is confidential and proprietary ("Proprietary Information"). Affiliate and its employees and agents shall, at all times, both during the term of this Agreement and after its termination, keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information other than in the course of its duties as expressly provided in this Agreement; nor shall Affiliate or its employees and agents disclose any such Proprietary Information without TrialPay's prior written consent. Affiliate shall not be bound by this Section with respect to information it can document has entered or later enters the public domain through no act or omission of Affiliate, or is lawfully received by Affiliate from third parties without restriction and without breach of any duty of nondisclosure by such third party.

Limitation on Liability

TRIALPAY SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), OR (b) ANY AMOUNT IN EXCESS OF THE AGGREGATE AMOUNT OF FEES PAID TO AFFILIATE BY TRIALPAY IN THE THREE (3) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE.

Limitation on Liability

TRIALPAY SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), OR (b) ANY AMOUNT IN EXCESS OF THE AGGREGATE AMOUNT OF FEES PAID TO AFFILIATE BY TRIALPAY IN THE THREE (3) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE.

Relationship of Parties

The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of this Agreement. Affiliate shall be solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages that may arise on account of Affiliate's activities, or those of its employees or agents, in the performance of this Agreement. Affiliate does not have the authority, right or ability to bind or commit TrialPay in any way (including, without limitation, by agreeing to sales of TrialPay products or services) and will not attempt to do so or imply that it may do so. Affiliate will indemnify TrialPay from any and all claims, liabilities, losses, and expenses of any type that may arise on account of Affiliate's activities, or those of its employees or agents, including without limitation, providing unauthorized representations or warranties or breaching any term, representation or warranty of this Agreement.

Additional Terms and Conditions

Affiliate may not bid on the trademarked name "TrialPay" or any variations that contain the word "TrialPay" in any Google AdWords campaigns (or similar campaigns). Affiliate may bid on descriptive terms such as "Increase Conversions" or "Shopping Cart" or the like. Usage of www.trialpay.com or any URL that contains the trademarked name TrialPay as an Affiliate's visible URL in a Google AdWords campaign (or similar campaign) is also prohibited. "TrialPay" is a trademarked name. Affiliate may not register or use any domain names that include "TrialPay," any other trademark of TrialPay, Inc. or trademark of related TrialPay partners, or variations or misspellings of the aforementioned entities and trademarks in URLs that appear to the left of the top-level domain name (e.g. ".com", ".net", ".uk", etc.). For example, URLs such as "trialpay.mydomain.com", "trialpay.com" or "trialpayfreestuff.net" are prohibited. Affiliate also agrees that it will not offer any incentives or referral-revenue-sharing to Qualified Referrals or other entities signing up for TrialPay's services via the Affiliate, unless specifically sanctioned by TrialPay, Inc.

No subsidiaries or related companies will be counted under this bonus plan. Twenty-five (25) distinct and real individuals must make a TrialPay purchase in order to qualify for the twenty-five transaction threshold. Consumer purchases must be made by individuals who have no personal affiliation with the Affiliate.

TrialPay in its sole discretion determines whether a violation of the terms and conditions has occurred. Violations of any of the above terms and conditions will be grounds for suspension of Affiliate's TrialPay merchant account and will be cause for immediate forfeiture of any pending payments. Furthermore, TrialPay in its sole discretion will determine whether a transaction is fraudulent. TrialPay reserves the right to invalidate any transaction it deems to be fraudulent.

Miscellaneous

All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, when sent by confirmed fax, or three (3) days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by written notice. Neither party shall have any right or ability to assign, transfer, or sublicense any obligations or benefit under this Agreement without the written consent of the other (and any such attempt shall be void), except that TrialPay may assign and transfer this Agreement and its rights and obligations hereunder to any third party who succeeds to substantially all its business or assets. The parties agree that this Agreement shall be governed by the laws of the State of California without regard to the conflict of the laws provisions thereof. The parties further agree that if any portion of this Agreement is illegal or unenforceable, such portion(s) shall be limited or excluded from this Agreement to the minimum extent required and the balance of this Agreement shall remain in full force and effect and enforceable. This Agreement contains the entire understanding of the parties regarding its subject matter and can only be modified or waived by a subsequent written agreement signed by both parties.