Axill Inc.

Axill Affiliate Program Terms and Conditions

Axill.com provides you access to our Axill Affiliate Program subject to your compliance with the terms and conditions below ("Agreement"). Please read this Agreement carefully. By enrolling or participating as an Axill Affiliate ("Affiliate") with Axill whereby you receive compensation from a Merchant based on tracked actions for products or services, by placing Merchant Links on your website, you, the Affiliate, agree to be bound by these terms and conditions.

1. DEFINITIONS

The following terms shall have the meanings set forth below

"Affiliate" means a person or company that agrees to promote a Merchant's products or website on the Merchant's Terms in exchange for payment.

"Affiliate Program" means a pay-for-performance program where an Affiliate receives a commission for sending a visitor to a Merchant Site or generating a Lead or Sale.

"Affiliate Site" means the Internet World Wide Web presence operated by or for Affiliate, (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).

"Campaign" means a logical grouping of Events through which Merchants manage their program. For example, a campaign might be called 'Book Sales' and include Events which record sales for books.

"End User" means a user who clicks to the Merchant Site from the Merchant Links.

"End User Data" means all information and data of an End User, including, but not limited to, all tax return data, name, address, telephone number and e-mail address.

"Event" means individual actions such as clicks (the clicking of a link by an internet user) or sales within each Campaign that are tracked and recorded in an Axill Transaction Table.

 "Intellectual Property" means all industrial and intellectual property rights existing from time to time including any patents, design rights, registered designs, trademarks, service marks, copyrights, moral rights, trade secrets, know-how, and all applications and registrations therefore, and all goodwill associated therewith.

"Lead" means when a user performs a specified action such as filling out a form, registering, or downloading from a Merchant's Site.

"Axill Codes" are the HTML (HyperText Markup Language, the authoring language used to create documents on the World Wide Web) code and tags provided to the Affiliate via the Axill Affiliate Manager. These codes are intended to be placed as provided into the HTML of approved Affiliate websites.

"Axill Transaction Table" means a table in Axill's online database that contains information about visitor actions related to Merchant Links and Affiliates.

"Axill Transaction" means any Event caused by the action of an End User which is recorded by Axill and written to the Axill Transaction Table.

"Axill Services" means the various related content, links, products and services provided by Axill on or through the Axill Site.

"Axill Site" means the Internet World Wide Web presence operated by or for Axill, located on the Internet through the http://www.axill.com URL (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).

"Marks" means logos, trademarks, trade names, service marks or other identifying emblems, words or designs of Axill or Merchant , as the case may be, to designate and identify itself or the particular products or services its offers.

"Merchant" means a person or company that places links into the Axill Site and agrees to pay Affiliates for promoting their products or website via these links.

"Merchant Link(s)" means an advertisement in the form of a banner, text link, or storefront displayed on an Affiliate Site or in an email or newsletter. When clicked, the link directs the user to a Merchant Site.

"Merchant Service(s)" means the product(s) or service(s) offered by the Merchant through the Merchant Site.

"Merchant Site" means the Internet World Wide Web presence operated by or for Merchant, (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).

"Sale" means when an End User purchases a Merchant Service.

"Service Level Minimums" means industry standard service levels for like services, including, without limitation, standards for supporting online transactions, providing accurate and secure transmission of personal, credit card and other information.

All other initially capitalized terms shall have the meanings assigned to them in this Agreement.

2. LICENSES/OWNERSHIP OF AXILL SITE

2.1 Rights Granted by Affiliate

(a) License; License Restrictions. Affiliate grants to Axill a nonexclusive, nontransferable, royalty-free (without right to sublicense) license to use and display, during the term of this Agreement, the Affiliate Marks, solely for the purpose of linking to the Affiliate Site. Axill agrees that the Affiliate Marks are and will remain the sole property of Affiliate and agrees not to contest the ownership of such Affiliate Marks, nor misappropriate the Affiliate Marks for Axill's own use. Affiliate reserves all rights to control the use of the Affiliate Marks, and Axill shall not change or modify the Affiliate Marks in any manner without prior written authorization from Affiliate.

(b) Reservation of Rights. Except as expressly granted in this Agreement, Axill shall have no other rights of any kind in the Affiliate Marks or the Affiliate Site. Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any of Affiliate's Intellectual Property or proprietary technology other than the use of the Affiliate Marks in accordance with the terms of this Agreement. Axill acknowledges that the Affiliate Services are the sole property of Affiliate, and this Agreement grants a limited right to link to the Affiliate Site under the terms and conditions of this Agreement. The Affiliate Marks may not be used as a feature or design element of any other logo unless agreed upon by Affiliate.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1 Axill's Rights and Obligations

(a) Axill shall meet the Service Level Guarantee.

(b) Axill shall be solely and exclusively responsible for all operation, hosting, and
 maintenance on the Axill Site.

(c) Axill shall provide automated real-time tracking, reporting and analysis of Events on
 every Axill Transaction recorded for the Affiliate.

(d) Axill shall provide weekly commission processing and payment for all qualified/active
 Affiliates.

3.2 Affiliate's Rights and Obligations

(a) Affiliate shall be solely and exclusively responsible for all operation, hosting, and
 maintenance on Affiliate Site(s).

(b) Affiliate may not modify Axill Codes without prior written consent from Axill or the affected Merchant. Affiliate agrees to use the Axill Codes as provided. Affiliate may not sell, reuse, or divulges any Axill Code, except as is necessary to partake in the Axill Affiliate Program. Requests for changes to Axill Code(s) should be sent to in accordance with section 12.7, or directly to the Merchant through other means including electronic mail.

(c) Affiliate agrees and represents that all information provided for the purpose of enrolling as an Affiliate will be accurate, complete and current. Affiliate is responsible for keeping contact information up to date, including but not limited to financial information and contact emails.

(d) Affiliate represents and warrants that Affiliate Site and content, (i) does not violate any law or regulation; (ii) does not infringe in any manner any copyright, patent, trademark, trade secret or other Intellectual Property right of any third party; (iii) does not breach any duty toward or rights of any person or entity including, without imitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (iv) is not false or misleading; (v) does not produce, provide or are in any manner related to pornographic products or services (which Axill shall have complete discretion to define), or their subsidiaries or foundations funded by such companies whose function is to improve acceptance of such products by the public; and/or (vi) is neither defamatory, libelous, militant, hateful, slanderous or threatening. Axill will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature.

(e) Affiliate may access Merchant material for each Event through the account management section (http://www.axill.com/affiliate_regi.aspx) Axill reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Affiliate or website for any reason at any time, with or without notice to the Affiliate and regardless of whether such Affiliate Site was previously accepted.

4. EXCLUSIVITY

The Affiliate is not barred by this agreement from participating in any other Affiliate Program offered by an Axill competitor. In addition, with Axill, an Affiliate can join any Merchant Affiliate Program subject to the approval of that Merchant and any additional terms and conditions they may specify.

5. PAYMENTS

5.1 Commission Fees

Affiliate will receive commission for Events based on the reports from the commission structure offered by Merchant (as such are offered from time to time) for all approved Merchant Campaigns.

5.2 Payment Terms

(a) All payments are based on Axill Transactions as defined, accounted, and audited by Axill.

(b) All accounts will be settled in U.S. dollars ($US). No checks will be issued for any amounts less than $100. However, the minimum payment via Money Bookers is $25 if you opt for Money Bookers. Any amounts less than $25 will carry over to the next week. Every Affiliate account (where applicable) must have a unique taxpayer identification number (TIN), or Social Security Number. Payments exceeding six hundred dollars ($600.00) per year will be made to Affiliate after they provide proper tax identification information.

(c) Affiliate's right to access Affiliate account with Axill is subject to any limits established by Axill, or its contractors.

(d) Affiliate is responsible for maintaining the correct contact and payment information associated with Affiliate account. This must be done online using the Axill Affiliate Manager. Returned or cancelled payment bank/service fees due to any error in Affiliate contact or payment information are Affiliate's responsibility, and will be deducted from Affiliate account balance.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 By Axill

Axill represents, warrants and covenants that: (i) it has sufficient rights to grant Affiliate the rights and licenses set forth herein; (ii) to the best of its knowledge, the Axill Services and the Axill Site do not and will not violate any applicable law or regulation; (iii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound; (iv) it has full legal authority to enter into this Agreement and to carry out the provisions hereof.

6.2 By Affiliate

Affiliate represents, warrants and covenants that: (i) it has sufficient rights to grant Axill the rights and licenses set forth herein; (ii) to the best of its knowledge, the Affiliate Services and the Affiliate Site does not and will not violate any applicable law or regulation; (iii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound; and (iv) it has full legal authority to enter into this Agreement and to carry out the provisions hereof.

7. DISCLAIMERS; LIMITATION OF LIABILITY

7.1 Disclaimer of Warranties

Except As Set Forth In Sections 3 and 6, Affiliate's Obligation To Meet Service Level Minimums, And AXILL's Obligation To Meet A Service Level Guarantee, Neither Party Makes Any Warranties Of Any Kind, Either Express Or Implied, As To The Affiliate Service Or The Axill Service Including, But Not Limited To, A Warranty Of Fitness For A Particular Purpose Or Warranty Of Merchantability.

7.2 Limitation of Liability

Except As Provided In Sections 8 And 9, In No Event Shall Either Party, Or Its Respective Affiliates, Subsidiaries, Parent Companies Or Their Respective Officers, Directors, Agents Or Employees, Be Liable To The Other Party For Any Indirect, Incidental, Special, Exemplary, Potential Or Consequential Damages (Including, Without Limitation, Loss Of Opportunity, Loss Of Goodwill, Lost Profits Or Lost Revenues) Even If A Party Has Been Previously Advised Of The Possibility Of Such Damages.

8. FORCE MAJEURE

A party shall not be considered to be in default in the performance of any obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force," as used in this Agreement, shall mean an unanticipated event which is not reasonably within the control of the affected party and which by exercise of reasonable due diligence, such affected party could not reasonably have been expected to avoid, overcome or obtain or cause to be obtained a commercially reasonable substitute there for. Such causes may include, without limitation, the following: flood, earthquake, tornado, storm, fire, terrorist attack, explosion, public emergency, civil disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep the necessary authorizations or approvals from any governmental agency or authority; however, no party shall be relieved of its obligations hereunder, if its failure of performance is due to removable or remediable causes which such party fails to remove or remedy using commercially reasonable efforts within a reasonable time period. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt notice of such fact to the other, followed by written confirmation of that notice, and shall exercise due diligence to remove such inability with all reasonable dispatch.

9. INDEMNIFICATION

9.1 By Affiliate

Affiliate agrees to indemnify, defend and hold harmless Axill and its officers, directors, employees, agents, successors and assigns 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 made by third parties against Axill: (i) alleging that Affiliate's Marks or other Intellectual Property infringe the patents, copyrights, trademarks or service marks or other Intellectual Property rights of such third parties; (ii) arising out of or relating to the Affiliate Service or the Affiliate Marks; or (iii) due to a breach by Affiliate of its warranties, representations, obligations or covenants or otherwise breaches this Agreement.

9.2 Procedures

The Indemnified Party shall (i) promptly notify the Indemnifying Party in writing of such suit, claim, or proceeding; (ii) give the Indemnifying Party reasonable information, assistance and cooperation required to defend such suit, claim, or proceeding; and (iii) allow the Indemnifying Party to control the defense of any such action and all negotiations for its settlement or compromise. The Indemnified Party may be represented in the defense of any such claim, at the Indemnified Party's expense, by counsel of the Indemnified Party's selection. The Indemnifying Party shall have no liability for settlements or costs incurred without its consent. The Indemnifying Party shall not enter into any settlement that imposes liability or restrictions on the Indemnified Party without the Indemnified Party's prior written consent, such consent not to be unreasonably withheld or delayed.

10. OWNERSHIP OF USER DATA; CONFIDENTIALITY

10.1 Confidentiality

Axill and Affiliate agree that any and all information identified by the other as "Confidential" and/or "Proprietary", or which, under all of the circumstances, ought reasonably to be treated as Confidential and/or Proprietary, will not be directly or indirectly disclosed to any third person without the express consent of the other party for a period of three (3) years following termination of this Agreement and that neither party will make use of Confidential Information except under the terms of this Agreement. These confidentiality obligations shall not apply to any information which: (i) is or subsequently becomes available to the general public other than through a breach by the receiving party; (ii) is already known to the receiving party before disclosure by the disclosing party; (iii) is developed through the independent efforts of the receiving party; (iv) the receiving party rightfully receives from a third party without restriction as to confidentiality or use; or (v) is requested pursuant to a subpoena; provided, that the party responding to such subpoena gives the other party reasonable notice and opportunity to intervene to quash such subpoena.

10.2 Privacy of Consumer Financial Information

Notwithstanding anything in this Agreement to the contrary, if it is necessary for Affiliate to disclose any End User Data to Axill for any reason, Axill agrees that at no time shall Axill use or disclose any such End User Data that Axill may obtain in connection with this Agreement, except as required by law; provided that nothing herein shall require Affiliate to disclose End User Data to Axill.

11. TERM OF AGREEMENT AND TERMINATION

If Affiliate is dissatisfied with Affiliate account in the Axill Affiliate Program or with any of the terms and conditions contained herein, Affiliate's sole and exclusive remedy is to terminate Affiliate account. Affiliate may cancel participation in the Axill Affiliate Program at any time by sending notice in accordance with section 12.7.

11.1 Term

The term of this Agreement shall begin on the date the Affiliate applies for an account and shall continue until terminated by any of the actions enumerated in section 11.2.

11.2 Termination

This Agreement will terminate in the event of any of the following:

(a) On the tenth (10th) day after a material breach, provided one party gives the other written notice of a material breach by the other of this Agreement and a request for a cure, unless the breach is cured before that day;

(b) Immediately once notice of termination by either party is received by the other party in accordance with section 12.7.

11.3 Effect of Termination

Upon termination of this Agreement, all licenses granted by Affiliate hereunder shall automatically terminate.

11.4 Survival

Sections 5 (to the extent the payment obligations accrue prior to termination), 7, 9, 10, 11.3 and 12 shall survive any expiration or termination of this Agreement.

11.5 Suspension

Axill reserves the right, at its sole discretion to suspend the Affiliate if it suspects a material breach of section 3.2. If Axill takes action to suspend, Axill may do so immediately, but Axill is not relieved of its obligation to notify the Affiliate per section 11.2(a).

12. General

12.1 Choice of Law

The Parties agree that this Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey (including by not limited to the Uniform Electronic Transactions Act as enacted in New Jersey), without regard to conflict of laws provisions thereof. Furthermore, the parties agree that any dispute (including litigation) that arises between the parties shall have its venue in the state or federal courts of New Jersey.

12.2 Assignment

Affiliate may not assign all or any portion of this Agreement without the prior written consent of Axill, which consent may be withheld at Axill's sole discretion.

12.3 Relationship of the Parties

No partnership, joint venture, employment, agency, franchise, or other form of agreement or relationship is intended by this Agreement. The parties shall be independent contractors for all purposes in connection with this Agreement.

12.4 Entire Agreement

The parties agree that this Agreement constitutes the entire agreement between the parties as of the date hereof with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, whether oral or written. The parties agree that this Agreement may be modified or amended from time to time hereafter by Axill as it deems necessary and Affiliate agrees (in consideration for Axill agreeing to continue doing business with Affiliate) to be bound by such amendments, however, no such modification or amendment shall act to increase any financial obligation which Affiliate may otherwise have to Axill pursuant to this Agreement.

12.5 Press Releases

Neither party shall issue any press release or announcement relating to the relationship contemplated by this Agreement without the prior written consent of the other party.

12.6 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

12.7 Notices

All notices, requests, consents, and other communications under this Agreement from Affiliate shall be in writing and shall be deemed delivered (i) two business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery. If from Axill to Affiliate, immediately upon electronic mail to the primary contact email address is deemed an acceptable means of notification. In each case to the intended recipient as set forth below:

If to Affiliate by electronic mail to the primary contact e-mail address,

If to Axill, at 50 Cragwood Road, Suite 210, South Plainfield, NJ 07080, Attention: Via electronic mail using the form available at http://www.axill.com/contactus.aspx or at such other address or addresses as may have been furnished in writing by Axill to the other Party in the manner set forth in this section as deemed appropriate.

12.8 Section Headings

Section headings are for descriptive purposes and shall not be used to interpret the meaning of this Agreement.

12.9 Attorneys' Fees

If either party fails to pay any amounts due under this Agreement or otherwise breaches this Agreement and the non-breaching party retains an attorney to collect such amounts or remedy such breach, then the breaching party shall be obligated to pay any amounts due herein including said non-breaching reasonable attorneys' fees incurred in collecting such amounts and court costs.

12.10 Non-Waiver

No delay or omission of either party in exercising any right accruing upon any default of the other party shall impair any such right or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Agreement by the other party shall not be construed to be a waiver thereof. A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Agreement by the other party shall not be construed to be a waiver of any subsequent breach or default of any other term or condition of this Agreement. No remedy provided in this Agreement.

13 CPM Offers

CPM offers (banners, skyscrapers and leader boards) must be placed above the fold of your site's Web pages. You may not run the ad code at the bottom of the pages. We treat as one impression per page even though you place more than one.

All CPM statistics shown are subject to auditing.

CPM payments are made on a weekly basis and the Total Impressions will be set to zero after payment.

Axill reserves the right to terminate the publisher if the revenue generated by the publisher is less than $2 per month or if Axill finds any artificial and/or fraudulent methods used to inflate the volume of impressions or clicks then Axill has right to terminate the publisher.

Impressions may trail up to 24 hours.