AFFILIATE AGREEMENT

This Agreement is made by, and agreed to between, emanila.com pty ltd ("EMANILA") and you ("Affiliate"). EMANILA will compensate you in your participation as an Affiliate in accordance with the terms and conditions specified in this Agreement.

Responsibilities

EMANILA will provide you all the graphic and textual links, banner ads or other promotional offers like contests and special promotions that will serve as links from your website to EMANILA website. Each of these advertising offers/marketing materials and links will be referred herein as simply "Link(s)" or "your Links" when such links are already set-up on your website. EMANILA will make all Links available through a password-protected Affiliate Control Panel area, which contains your Affiliate ID and the product group to which the links belong. You may pick the Link(s) that you may display in your website or your emails as often as you wish. As an Affiliate, you shall notify EMANILA of any failure or malfunction of the Link(s). You are also expected to implement any request of EMANILA to remove, alter or modify any Link(s). However, you may not alter, modify, amend, or change the content or design elements of any Link(s) in your own will or preference, unless authorised in writing by EMANILA.

As an Affiliate you shall remain solely responsible for the content of your website and subscription email, if any, or the content of your email messages. You shall also ensure that materials and content on your website, subscription email or email messages, will not (1) violate any laws, rules or regulations, or (2) contain or promote libelous, defamatory, pornographic, obscene, abusive, discriminatory, violent, hate-oriented, illegal products or services. You must also warrant that your website operation does not engage in spamming. Spamming activities include placing links in newsgroups, message boards, guestbooks, IRC and other chatrooms, and sending unsolicited emails. EMANILA reserves the right to monitor your website from time to time to determine your compliance to the terms and conditions of this Agreement.

Fees/Commissions

EMANILA's commission structure is as follows:

(a) A referral fee or commission calculated at US$0.015 per unique click-through by customers as direct results of the Link(s);

(b) A 25% share of commission earned by EMANILA from sale of its principal/advertisers products generated by your referral whether through your Link(s) or email advice;

(c) A 15% commission on all commissions and fees earned by your second-tier affiliates who have signed up as Affiliate following your Link(s);

The above fees and commissions are referred to in the Affiliate report in the Control Panel as "traffic commission", "sales commission", and "tier commission" respectively.

From time to time, EMANILA may develop additional referral programs. The setting of commission and referral fee structures are on the sole discretion of EMANILA and these may be amended any time. If a change in structure will be instituted, EMANILA will notify you by email at least 15 days prior to the effectiveness of the change. These changes or new referral programs will be published in the News section located inside Affiliate's Control Panel.

Payments

The above fees and commissions are automatically posted to Affiliate's account based on agreed fee and commission structure from unique traffic and second-tier commissions. Because of the nature of the products sold by EMANILA or services rendered for EMANILA's principals, Affiliate's commissions and referral fees from such sales are manually posted based on the sales reports submitted by EMANILA's advertisers and principals. Information is posted to Affiliate's Control Panel with details of referrals and sales credited to Affiliate.

Commissions are paid on the second month following the month when these are earned. Payments will be made through PayPal when Affiliate's commissions reached $75.00. If Affiliate's total commissions for any month is less than $75.00, the total amount will be carried forward to the next month. Real-time sales and commission reports are available for checking through the password-protected Affiliate Control Panel Area.

De-activation

Affiliates who have not earned commissions for six consecutive calendar months will be considered dormant and the account will be deactivated. To activate the account, one must go through the same sign-up process.

Charge-backs

In cases of charge-backs due to non-bona fide customer transactions, previously credited commissions and fees (for said non-bona fide customer transactions) will be deducted from the Affiliate's next calendar month's total commission.

Ownership, Rights and Licenses

Each party owns and retains all right, title and interest in its names, logos, trademarks, copyrights, service marks and similar identifying materials. EMANILA grants you a revocable, royalty free, non-exclusive, non-transferable license to use EMANILA's logos, trademarks, service marks and similar identifying materials to EMANILA, in accordance with this Agreement, for the sole purpose of fulfilling your responsibility of being an Affiliate. You grant us a revocable, royalty free, non-exclusive, non-transferable license to use your logos, trademarks, service marks and similar identifying materials of your website for purposes leading to the promotion of EMANILA's products. EMANILA is not required to promote your website in any way. This license shall expire upon termination of this Agreement.

You shall not create, publish, distribute any written or graphic material that makes reference to EMANILA, even for the purpose of selling products of EMANILA, unless EMANILA's consent is sought and a written permission is granted.

EMANILA will fulfill all orders placed by customers, or respond to enquiries by customers, thru your Link(s). You are not in any way authorised to transact with customers even if they are the customers who purchase through your Link(s).

You shall not sublicense, assign or transfer license granted to you by EMANILA to a third party even for the purpose of promoting or selling products of EMANILA.

Termination

Either party may terminate this Agreement (and thus terminating the Affiliate's Account) at any time, with or without cause by giving the other party 15-day notice of termination. Any customer purchases [made through your Link(s)] made before termination of Agreement and Affiliate Account are still eligible for commissions. EMANILA may withhold your final payment of commissions for a reasonable time to ensure that the correct amount will be paid. Any suspected fraudulent or illegal content or activity, including spamming and fraudulent clicks, of your website and/or emails, is ground for immediate termination of this Agreement and your Affiliate account with EMANILA. EMANILA reserves the right to cancel any pending commissions.

Modification

EMANILA reserves the right to modify, alter or amend this Agreement, in whole or in part, at any time in its sole discretion. EMANILA will notify you by email and post notice on the Affiliate section of the EMANILA website at least 15 days prior to effectiveness of the changes. You shall have the right to terminate this Agreement (and Affiliate account) in the event that you do not agree to such changes.

Non-disclosure agreement, privacy and confidentiality

EMANILA and you may disclose to one another certain information that are confidential including but not limited to marketing, sales and financial information. All such information shall remain the sole property of the disclosing party, and its confidentiality shall be maintained and protected by the receiving party. The receiving party shall not disclose such information to a third party without the consent of the disclosing party. Confidential information shall not include information that is or becomes part of the public domain, or is lawfully received by the receiving party from a third party, or information that is already in the possession of the receiving party prior to the effectiveness of this Agreement.

Term and Notices

This agreement shall commence upon your indication that you have accepted this Agreement by clicking the acceptance button or submitting the Affiliate registration form and shall last until terminated in accordance with the terms and conditions stated in this Agreement.

(15 September 2006)