Affiliate Agreement

In accordance with the terms of the Affiliate Agreement ("Agreement"), please note that, effective immediately, all previous versions of the Agreement are terminated, null, of no effect and are replaced by this version dated 25 May, 2014. Company reserves the right to change the terms of this Agreement at any time without notice to Affiliate and, by continuing to participate hereunder, Affiliate agrees to be bound by such revised terms.

Terms of Service shall mean an agreement between Company or one of its suppliers and a User under which the User is required to agree to certain terms and conditions as a prerequisite to using a Service.

Service means the Intuitive Password, as determined by the Company in its sole discretion, and any other service(s) that Company authorizes Affiliate to distribute pursuant to this Agreement.

Proprietary Right means any patent, copyright, trademark, trade secret or other intellectual or proprietary right, under the laws of the Australia or any other country.

Intuitive Password means (a) the Intuitive Password military-grade password management service; (b) related explanatory written materials and files ("Documentation"); (c) any web page either delivered by Company to Affiliate to enable users of Affiliate's Site(s) to register the Intuitive Password account or delivered directly by Company to Affiliate Users in response to a request on Affiliate's Site(s). Intuitive Password is a military-grade password manager and secure data storage.

Term means the period of time specified in this Agreement.

Tools means any content made available by Company to Affiliate from time to time for display or use on Affiliate Site(s), including, without limitation, coupon code, interface materials, paper or electronic documentation, trademarks, service marks, and trade names.

User means a new unique end user who, during the Term, registers Intuitive Password through the registration process of Affiliate, who has not previously registered Intuitive Password, and whose registration is reported by Company's tracking system as a valid registration.

Affiliate is an individual or entity that signs up by completing the affiliate online registration form and is approved by the Company.

Affiliate Site(s) means the website(s) owned or controlled by Affiliate as provided by Affiliate in the online registration form.

During the term of this Agreement and upon Affiliate agreeing to the terms and conditions of this Agreement by completing the online registration form, Intuitive Security Systems Pty Ltd ("Company"), hereby grants to Affiliate the limited, non-exclusive license to use Intuitive Password and the Tools as set forth in the applicable "Additional Terms" attached hereto as Exhibit A. Affiliate shall provide the services as described in the Additional Terms. Company will provide Affiliate with coupon code and/or web pages for use on Affiliate Site(s) to enable Users to access, register and subscribe Services from Company. Affiliate shall not modify the Tools, which are licensed to Affiliate as set forth in the Additional Terms. Affiliate may not reference Company, its directors or its parent or subsidiary companies without first receiving written consent from Company. Affiliate may not issue any press release or other public statements regarding this Agreement without Company's prior written consent.

All Services are subject to one or more Terms of Services. Affiliate shall not take any action to interfere with, and shall provide reasonable cooperation with respect to implementing, the process pursuant to which Users are presented with and given an opportunity to agree to the applicable Terms of Service(s). Affiliate will not make or authorize any representation, warranty, term, condition or other provision relating to a Service that has not been approved or otherwise authorized by Company in writing.

Affiliate agrees to be bound by the Company code of conduct set forth in Exhibit B (the "Code of Conduct"), which is incorporated in its entirety in this Agreement by this reference. Affiliate further acknowledges that such Code of Conduct may be revised and updated from time to time and that by continuing to participate hereunder after such changes are posted and made available to the general public, Affiliate explicitly agrees to be bound by such changes.

During the Term, Company will pay Affiliate the fees set forth in the Additional Terms. Company will be entitled to withhold, deduct and set off from any payments to be made to Affiliate hereunder any sums owed by Affiliate to Company in connection with this Agreement (including any breach hereof by Affiliate) or otherwise. Affiliate is responsible for keeping its payment information up to date. Affiliate is required to have a verified PayPal account unless payment is to be made via check or wire transfer and the Affiliate is otherwise in good standing (final determination of good standing at Company's sole discretion). For the additional protection of the Affiliate, or any other reason, Company may at any time request additional and further proof of identification from Affiliate, and payment may be withheld until identification can be verified (or re-verified).

Subject to any license granted herein, Company owns and retains all rights, including Proprietary Rights, in and to the Tools and Services. All rights not expressly licensed hereunder are expressly reserved by Company. Affiliate shall use the Tools only as provided herein, and shall not alter the Tools in any way, nor shall it act or permit action that would in any way impair the rights of the Company in the Tools. Affiliate acknowledges that its use of the Tools shall not create any right, title or interest in or to such Tools and all goodwill or reputation generated by Affiliate's use shall inure to the benefit of Company. Company shall have the right to monitor the quality of the Affiliate's use of the Tools. Affiliate agrees not to contest, in any court or other jurisdiction, the validity of any of the Tools. During the term of this Agreement, Affiliate shall not adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of the Company trademarks, service marks or trade names, or any word or mark confusingly similar to them in any jurisdiction. Affiliate shall notify Company promptly in writing of any known infringement of the Company Proprietary Rights or other rights in the Tools or Services.

The term of this Agreement shall commence on the date Company receives Affiliate's online registration and shall continue in force thereafter, unless earlier terminated as provided herein. If Affiliate breaches this Agreement, or if Affiliate engages in any action that, in Company's sole discretion, reflects poorly on Company or its trademarks, service marks, trade name or reputation, Company may terminate the Agreement immediately upon notice to Affiliate. Either party may terminate this Agreement on thirty (30) days written notice to the other party for any reason. Upon the termination of this Agreement for any reason, all license rights granted herein shall terminate immediately, and Affiliate shall immediately cease use of the Tools and Services. Company reserves the right to terminate any account inactive for more than 30 calendar days.

During the Term of this Agreement and thereafter, Affiliate agrees that it will not disclose or use the "Confidential Information" (defined below) of Company or will only use it as contemplated by this Agreement. Confidential Information is information that has or could have commercial value or other utility in the business or prospective business of Company, or information that Affiliate ought in good faith from the circumstances of its disclosure consider to be confidential, including all Proprietary Rights of Company and all other business, technical and financial information that is obtained from Company pursuant to this Agreement. Confidential information shall not include any information that Affiliate can verify with substantial proof that: (i) is generally available to or known to the public through no wrongful act of Affiliate; (ii) was independently developed by Affiliate without use of Confidential Information; or (iii) was disclosed to Affiliate by a third party under no obligation of confidentiality to Company.

Affiliate. Affiliate represents and warrants that (a) Affiliate is 18 years or older and has full power and authority to enter into this Agreement; (b) the content on Affiliate's Site(s), and/or the technology and/or content (including, without limitation all images, photographs, closed captioning, data and music) used by Affiliate in connection with this Agreement is and will continue during the term hereof to be owned or legally licensed for use as contemplated by this Agreement by Affiliate; (c) Affiliate Site(s) do not violate applicable law or regulations, and do not infringe or violate any copyright, patent, trademark or other similar right, or otherwise violate or breach any duty toward, or rights of, any person or entity, including without limitation rights of publicity or property or rights, or rights or duties under consumer protection, product liability, tort or contract theories and (d) the content on Affiliate's Site(s) does not violate the Criminal Law of Australia.

Company. Affiliate acknowledges that the tools and services are provided "as is" and "with all faults, defects and errors". Neither company nor any of its suppliers will have any liability for any error, omission or defect in any service, any inability to use a tool or service or any loss of data. Company makes no warranty, express or implied, arising by law or otherwise, regarding the tools or services, their performance or suitability for intended use, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or noninfringement.

Neither company nor any of its suppliers will have any, and affiliate explicitly releases company and all of its suppliers from, liability related to or arising under this agreement (whether in contract, warranty, tort, negligence or otherwise) for any indirect, incidental, special, punitive, exemplary or consequential damages or loss of data or profits, even if company has been advised of the possibility of such damages. In no event will company's entire liability arising out of or in connection with this agreement exceed the amount of fees paid by company to affiliate for the 6 months preceding any claim.

Waiver and severability. Waiver by either party of a breach or right under this Agreement will not constitute a waiver of any other breach or right. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

Assignment. Neither party shall assign this Agreement or any of its rights under this Agreement without the prior written consent of the other party, which will not be unreasonably withheld. Notwithstanding anything in this agreement, Company may assign this contract to a wholly owned subsidiary without notice or consent.

Legal fees. In the event of a dispute, the substantially prevailing party is entitled to recover reasonable legal fees and court costs.

Disclosure. Company may disclose information related to Affiliate as it believes is reasonably necessary to comply with law enforcement, regulatory or other governmental authority, to prevent harm to Affiliate or others, or in the event of a breach of this Agreement. In the event of a breach of this Agreement, including the Code of Conduct, the Company reserves the right to disclose Affiliate information to law enforcement authorities and other regulatory bodies.

Indemnification. Affiliate shall defend, indemnify and hold harmless Company, its affiliates and their respective officers, directors, employees, agents, successors, licensees, attorneys, suppliers and assigns, and each of them, from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys' fees) related to claims by third parties arising from (a) Affiliate's breach of Code of Conduct; (b) Affiliate's negligence or wilful misconduct; or (c) Affiliate's own technology, business and Site(s).

Governing law. This Agreement shall be construed, controlled and governed by the laws of Australia, without regard to conflicts of law principles or provisions.

Relationship between parties. There is no relationship of agency, partnership, joint venture or employment between the parties. Neither party has the authority to bind the other nor to incur any obligation on the other's behalf except as described in this Agreement.

Entire agreement and amendment. This Agreement is the complete agreement between the parties, and supersedes all previous agreements, proposals and communications, written and oral, with respect to this subject matter. No amendment, modification or waiver of any of the provisions of this Agreement will be valid unless set forth in a writing signed by the parties to be bound thereby. The foregoing notwithstanding, if a revised, updated version of this Agreement is posted online by Company, and Affiliate continues to participate in Company's Affiliate program, then Affiliate is thereby agreeing to be bound by such revised terms.

Licensed use and distribution. Affiliate shall provide the possibility to register the Services from Affiliate Site(s) to end users of Affiliate's Site(s) only and not to subdistributors or any other third parties.

Payouts rules. Company will pay Affiliate a commission based on User subscriptions performed through the Affiliate ID. Company pays only on valid subscriptions. Company further reserves the right not to pay for subscriptions coming from certain countries if they are not profitable to Company. Company will issue payment via PayPal or check once Affiliate's account balance has reached fifty Australian dollars (AUD $50.00).

Unless otherwise defined herein, capitalized terms used in this Code of Conduct shall have the same meaning as ascribed to them in the Affiliate Agreement.

Affiliate site. Affiliate Site must be (i) content-based, i.e., not simply a list of links or advertisements, nor a site which is centered around making money off of Company advertisers, as may be determined by Company in its sole and unfettered discretion; (ii) written solely in English (exceptions require Company's specific, prior written approval); (iii) a top-level domain, as that term is defined by the Internet Corporation for Assigned Names and Numbers; and (iv) fully functional at all levels, i.e., no "under construction" sites or sections. Affiliate Site must not contain incentives to Users to click on ads such as cash awards, points, prizes, contest entries, etc. Affiliate Site shall not primarily target Users younger than 18 years of age.

Affiliate account. Only one Account is allowed per company or organization unless otherwise agreed to in writing by Company. Affiliate may use this Account for multiple Affiliate Sites.

Notice required. Affiliate agrees to accurately provide easy-to-read and easy-to-understand notice and information to all Users of Services, before initiating a register to the Services and to give such User an easy and appropriate method to agree or not to agree to such registration. Company reserves the right to approve final wording of this messaging and to require periodic changes as necessitated by changes to Services or for other business reasons. Affiliate shall not drive traffic to web pages where content is set to auto-play. Content may only be set to auto-play on pages displayed following explicit User action (such as a mouse click).

Keyword marketing. Affiliates are required to generate traffic from a website or websites that they directly own or manage. Company does not allow Affiliates to generate traffic by inserting paid ad placements in pay-per-click search engines including but not limited to Google AdWords, Yahoo! Search Marketing, and Microsoft AdCenter, and directly sending traffic to Intuitive Security Systems websites. Affiliates are also prohibited from using registered Intuitive Security Systems domain names or close variants in the display URLs for paid ad placements pay-per-click search engines including but not limited to Google AdWords, Yahoo! Search Marketing, and Microsoft AdCenter.

No spam. Company does not accept any form of spam and detects/discards all traffic from unsolicited email, newsgroups, instant messages, chat forums, unauthorized adjustment of default home page or search features within standard browser settings and all other methods other than that generated from an active human. Spamming by any of these methods will cause the responsible Affiliate Account to be terminated.

Compliance. Affiliate will perform its obligations pursuant to this Code of Conduct in accordance with all applicable laws, rules and regulations. Without limiting the generality of the foregoing, Affiliate will: (a) not engage in any unfair or deceptive trade practice involving the promotion or distribution of the Services; (b) not include on any Affiliate Site any content or material that in Company's sole discretion (i) is defamatory, libellous, slanderous or offensive, or that abuses or threatens physical harm to others, (ii) is offensive, insensitive or disparaging regarding racial, ethnic, or political matters or is otherwise objectionable, or (iii) infringes the rights of any party or any law, regulation or legal authority including, without limitation, rights of publicity or privacy; (c) not make any false, misleading or disparaging representations or statements with regard to the Services or Company or Company's employees; (d) post and comply with a privacy policy clearly setting forth its practices regarding the collection, use and dissemination of User personally identifiable information; and (e) not infringe, misappropriate or violate any Proprietary Rights of Company or any third party.

Affiliate responsibility. Affiliate is solely responsible for any Affiliate Site(s) and all content that appears on and any collection of information by Affiliate on Affiliate Site(s). Affiliate may use or display Company materials only in the size, place and manner Company may indicate within Affiliate Site(s) and only in a manner that complies in all respects with Company's guidelines, as the same may be modified from time to time by Company in its sole discretion. In addition, Affiliate will ensure that appropriate messaging and Terms of Service acceptance precedes every registration of a Services.

Violations of code of conduct - disgorgement of profits and liquidated damages. If Company determines that Affiliate is in violation of any of the terms and conditions of this Code of Conduct, in Company's sole discretion, then Company shall notify Affiliate and Affiliate agrees that it will immediately and permanently end the activity that violates the Code of Conduct. Company will withhold payment for the improper registrations and Affiliate shall be subject to liquidated damages as set forth in the immediately following paragraph. If Company has already paid for improper registrations, Affiliate agrees to refund all such amounts to Company within three (3) business days after the Company sends notice to Affiliate of the improper registrations and Affiliate shall still remain subject to the liquidated damages set forth in the immediately following paragraph. The foregoing shall in no way limit the legal or equitable rights or remedies available to Company in connection with a violation of the above requirements, or otherwise.

Indemnification for violations of the code of conduct. If any claim is made, or any action or proceeding is instituted, against Company that alleges or is based upon or arises out of Affiliate's breach of any representation, warranty or obligation arising under this Code of Conduct, Affiliate shall indemnify and hold Company harmless from all damages, awards, costs and expenses (including reasonable attorneys' fees) associated therewith. Such indemnity is in addition to any other indemnity (either in the Affiliate Agreement or otherwise) made by Affiliate.

Changes. Company reserves the right to change the terms of this Code of Conduct at any time without notice to Affiliate and, by continuing to participate as a Company partner, Affiliate agrees to be bound by such revised terms. Company will post those changes on the Code of Conduct page of the applicable website. Affiliate's continued participation as a Company partner following the posting of such changes to the Code of Conduct will constitute Affiliate's acceptance of any such changes.