Operating Agreement
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the activeonline Web Design Affiliate Program (the 'Program'). As used in this Agreement, 'we' means Active Online Limited (activeonline), and 'you' means the applicant. 'Site' means a World Wide Web site and, depending on the context, refers either to activeonline's site located at the URL http://www.activeonline.ie, or to the site that you will link to our site (and which you will identify in your application).

Enrollment in the Program
To begin the enrolment process, you will complete the application form on the affiliate offer page. 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 (at our sole discretion) that your business or site is unsuitable for the Program. Unsuitable sites/businesses 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

If we reject your application, you are welcome to reapply to the Program at any future time. You should also note that if we accept your application and your site or business is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

Links on Your Site and/or other references
You will be provided with a unique Affiliate Identification Number (AIN) which must be used in all referrals that generate sales. We will not be liable to you with respect to any failure by you to using the unique identification code including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

Leads/Order Processing
We will process product orders placed by customers who follow the links from your site to our site using your AIN. We will process product orders or leads placed by you at http://www.activeonline.ie/lrf using your AIN. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be solely responsible for all aspects of order processing and fulfilment. Among other things, we will prepare order forms & contracts; process payments, cancellations, and returns; and handle customer service. The form, content, and frequency of the reports may vary from time to time at our discretion.

Referral Fees
We will pay you referral fees for web design services to third parties. For a sale to be eligible to earn a referral fee, the customer must sign an activeonline web design agreement, pay a deposit, accept delivery of the work, and remit payment to us in full.

Referral Fee Schedule
You will earn referral fees based on qualifying revenues according to referral fee schedules to be established by us. The current referral fee schedule and qualifying product is:

 * 10% on the sale of Web Design Services.

Bonus payments:

Referral Fee Payment
We will pay you referral fees on a monthly basis. Approximately 7 days following the end of each calendar month, we will send you a cheque for the referral fees earned on your sales of qualifying services that were paid for in full during that month.

Policies and Pricing
Customers who buy services through this Program will be deemed to be customers of activeonline. Accordingly, all activeonline rules, policies, and operating procedures concerning customer orders, customer service, and service 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 products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Identifying Yourself as an Associate
We will make available to you a small graphic image that identifies your site as a Program participant. We may modify the text or graphic image of this notice from time to time. In addition, we encourage (but do not require) you to include a special link on your site to the activeonline home page. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. 

Limited License
We grant you a non-exclusive, revocable right to use the graphic image and text described above 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 product 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.

Responsibility for Your Site and Business
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 descriptions on your site and linking those
    descriptions to our site.
 * The accuracy and appropriateness of materials posted on your 
    site (including, among other things, all product-related materials)
 * Ensuring that materials posted on your site do not violate or 
    infringe upon the rights of any third party (including, for example,
    copyrights, trademarks, privacy, or other personal or 
    proprietary rights)
 * Ensuring that materials posted on your site are not libellous 
    or otherwise illegal

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


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 (email) 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 activeonline 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 your sales of qualifying products occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not cancelled. 

Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. 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.

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.

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.

Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products 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.

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 (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your web site or business. 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.

Spamming
Any Affiliate who sends unsolicited email messages promoting their Affiliate Page or in any other way promoting their affiliation with activeonline's Site will be immediately removed from the program. Any Affiliate who repeatedly spams any of the Search Engine indexes will be similarly excluded.

Miscellaneous
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 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.
                                                                               -end of terms- dated 21 March 2002