2. Program Links

Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more of the following types of links to SohoPortal.com.

• Product or Service Links: A "Product" or Service is any product or service listed on our site that is fulfilled by us. For each product you select, you will display on your site a short description, review or other reference. You will provide a Special Link from each Product or Service reference on your site to the corresponding SohoPortal.com on-line entry. Each such link will connect directly to a single item on our website. You may add or delete Products or Services (and related links) from your site at any time without our approval.

• General Link to SohoPortal.com: You may provide a general link on your site to our complete selection of Products at www.sohoportal.com.

Code for links to SohoPortal.com will be provided through your password protected affiliate site maintained for us by PartnersManager. You may choose which links to place on your site from the icons or text links provided in your Affiliate Account. Only those icons shown in your account may be used. Using links other than those provided cannot be tracked and will not earn commissions.

3. Order Processing

We will process product orders placed by customers who purchase products from SohoPortal.com using the special links on your site. We reserve the right to reject orders that do not comply with any and all of our requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, returns and handle customer service.

4. Sales Tracking

We will rely on PartnersManager to track sales made to customers who purchase products using the special links on your site. Your PartnersManager affiliate account will make available to you the sales activity, as well as reports regarding end-user impressions and click throughs, at its site. You and we each agree to rely on, and not to challenge or dispute, the sales tracking and other information that PartnersManager compiles in connection with the Program, which will bind both you and us for all purposes under this Agreement.

5. Payment

You will earn a 15 percent commission on all completed sales to customers who purchase hosting services from SohoPortal.com through your site. All sales exclude any taxes or shipping costs that we may charge. We will pay all commissions that accrue on a monthly basis, within thirty days after each month end. If the commissions that accrue in any month total less than $50.00, we will hold the commissions and pay them to you 30 days after the end of the first month in which aggregate accrued but unpaid commissions total $25 or more. If a customer returns or receives a refund or credit for a product that generated a commission under this paragraph, we will deduct that commission from your next monthly payment or payments. If no further payments are due under this Agreement, we reserve the right to send you a bill for any commissions associated with returned products. As with sales tracking information, we have engaged PartnersManager to calculate the commissions that you will receive under the Program, and PartnersManager’s commission calculations will bind both you and us for all purposes under this agreement.

6. Policies and Pricing

All customers who buy products through the Program are customers of SohoPortal.com. Accordingly, all SohoPortal.com rules, policies and operating procedures concerning customer orders, customer service, pricing and product sales will apply to those customers. We may change our policies and operating procedures at any time, at our sole discretion. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

7. Limited License

We grant you a nonexclusive, revocable right to use SohoPortal.com and any other images or text that we may provide to you solely for the purpose of identifying your site as a Program participant and to assist in generating product sales through the Program. You may not modify SohoPortal.com, our logo, or any other graphic images or text that we may provide you in any way. We reserve all our rights in SohoPortal.com, all such graphic images, text, our trade names and trademarks and all other intellectual property rights. You agree to follow our instructions respecting the use of our trademarks and those instructions may change from time to time. We may revoke your license at any time by giving you written notice.

8. Responsibility for Your Site

You will have sole responsibility 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. 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 obscene, defamatory, libelous or otherwise illegal. We disclaim all liability for all matters relating to the development, operation, maintenance and contents of your site.

9. Indemnification

You will indemnify, defend and hold us harmless against any and all claims, lawsuits, damages, and expenses (including, without limitation, attorneys’ fees) that we may or that anyone may assert as a result of (1) our use of any trademarks, logos, graphic images, text or other materials that you may provide to us or allow us to use under paragraph 3; or (2) anything occurring on your site or arising from the development, operation or maintenance of your site.

10. Terms 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 and for any reason by giving the other party written notice of termination, which may be via email but must be responded to with a reply, stating receipt, within 48 hours. Upon the termination of this Agreement for any reason, you will immediately cease using, and remove from your site, all links to our server, all SohoPortal.com trademarks, trade dress and logos and all other materials that we may have provided to you or allowed you to use in connection with the program, and we will immediately cease using, and remove from our site, all trademarks, logos, graphic images, text or other materials that you may provide to us or allow us to use under paragraph 3. You are eligible to earn only those commissions that may accrue under paragraph 5 during the term of this agreement, and commissions earned through the date of termination will remain payable only if the customer does not cancel the order, return the products purchased or receive a refund or credit. We may withhold your final payment for a reasonable time to ensure payment of the correct commission amount.

11. Modification

We may modify any of the terms and conditions contained in the Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. All such modifications will take effect at the time we specify or, if we specify no such time, immediately upon their posting on our site. 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 evidence your binding acceptance to the change.

12. Relationship of Parties

You and we are independent contractors, and noting in the 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.

13. 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 merchantability, fitness for a particular purpose or no infringement, or any implied warranties arising from a course of performance, dealing or trade usage). In addition, we make no representation that the operation of our site or our server will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

14. 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 total 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.

15. 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. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee or statement not set forth in this Agreement.

16. Miscellaneous

This Agreement will be governed by the laws of Canada and the Province of Ontario, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Ottawa, Ontario, and your irrevocable consent to the jurisdiction of those courts and waive any claim that those courts constitute an inappropriate venue or inconvenient forum. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will bind, insure to the benefit of and be 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.

Contact Information:

E-mail: affiliates@SohoPortal.com, Phone: 613-270-1478. Mail: SohoPortal.com, Inc., 1785 Woodward Drive, Suite 200, Ottawa, ON, Canada, K2K 1V6

Privacy Policy:

We will only use the information you submit to maintain your account. That is, to make your commission payments and to communicate changes in our product offerings. We will not email you with any other company’s products. We will notify you of new banners or text links to facilitate promotion of SohoPortal.com products. We do not now nor will we in the future, sell, rent or otherwise make your personal information available to anyone.

Thank you for taking the time to read the Affiliate Agreement. We look forward to working with you. By signing up for our Program, you are in effect, agreeing to the above Affiliate Agreement.