Affiliate Agreement

All Affiliates must read and agree to the following terms...

This Affiliate Agreement ("Agreement") contains the complete terms and conditions that apply to an individual's or entity's participation in the Babblebot Affiliate Program (the "Program"). As used in this Agreement, "we" means Open Technology Consulting Inc, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to the Babblebot site or to the site that you will link to our site.

1. Enrollment in the Program

To begin the enrollment process, you will submit a complete Program application via the http://www.babblebot.com site. 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 (in our sole discretion) that your site is unsuitable for the Program. Suitable sites include those that:

• DO NOT promote violence
• DO NOT promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• DO NOT promote illegal activities
• DO NOT violate intellectual property rights

In this regard, you understand that we reserve the right to conclude that your Site is unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have been accepted despite having the same or similar characteristics as your Site. You also understand that if we accept your application, such acceptance shall not imply that your Site does not meet one or more of the criteria that would have permitted us to reject your application. If we reject your application, you are welcome to reapply to the Program at any time.

2. Referral Fees for Qualifying Products

For every customer who has been referred to our site by you and who purchases any product or service on the Babblebot site, we will pay you a referral fee. A referral will only be considered to have come from you when the link the customer follows to get to the Babblebot site contains your unique affiliate id number.

3. Fee Schedule

You will earn referral fees based on the sale price of Qualifying Products or Services (as defined above), according to fee schedules to be established by us.

The fee schedule shall be 20% of the full price of any Qualifying Product or Service.

4. Fee Payment

We will pay you referral fees on a monthly basis. We will send you a check for the referral fees earned on Qualifying Products or Services that were funded during that pay period, less any taxes that we are required by law to withhold. You agree not to utilize spam (unsolicited e-mail) to advertise our services. If we believe that you are spamming and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded, we can terminate this Agreement immediately and you will forfeit all pending referral fees.

5. Policies & Pricing

Customers who buy products through this Program will be deemed to be customers of the Babblebot site, and it's operating company, Open Technology Consulting Inc. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product 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 or services sold under this Program in accordance with our own pricing policies. 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, and will take all reasonable measures to inform you of any changes in price or availability, but we cannot guarantee the availability or price of any particular product or service.

6. Identifying Yourself as an Associate

When representing or promoting Babblebot's products or services, you must not state or imply in any way that these products and services are your own.

7. Limited License

We grant you a nonexclusive, revocable right to use any icons, text, buttons, banners, logos and or images that we may make available to you solely for the purpose of promoting our Products and Services on your site and to assist in the process of generating sales. You may not modify any of the above mentioned items in any way whatsoever. We reserve all of our rights to all such items, our trade names and trademarks, and all other intellectual property rights. You agree to follow any presentation guidelines for such items as we may establish or change from time to time. We may revoke your license at any time by giving you notice

7. Responsibility For Your Site

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 product 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 libelous or otherwise illegal.

We disclaim all liability for these matters.

9. Terms of the Agreements

The terms 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 notice of termination. You are only eligible to earn referral fees on sales of Qualifying Products or Services occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process.

11. Indemnity

You hereby agree to indemnify and hold harmless Open Technology Consulting Inc, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the your trademark(s) infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) the development, operation, maintenance and content of your Site and products and services offered from your Site, or (iv) any claim related to your Site, including, without limitation, content therein not attributable to us.

12. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in 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, 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.

13. 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.

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 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.

15. 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, noninfringement, 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.

16. 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 OTHER THAN AS SET FORTH IN THIS AGREEMENT.

17. Privacy of Information

You agree not to distribute or sell customer personal information (name, address, telephone number, e-mail address, etc.) from individuals who visit your Babblebot Affiliate web site. All information generated from Babblebot Affiliate sites is the exclusive property of open Technology Consulting Inc.

18. Miscellaneous

This Agreement will be governed by the laws of Canada and the province of Nova Scotia, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or provincial courts located in Nova Scotia, Canada, and you irrevocably consent to the jurisdiction of such courts. 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.

19. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.

I AGREE