Ecommerce Solutions & Shopping Cart Software

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the InstanteStore.com Authorized Affiliates Program (the "Program"). As used in this Agreement, "we" means eSolved.com Sdn. Bhd., and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to InstanteStore.com's site, located at the URL www.instantestore.com, or to any site that you will link to our site (and which you will identify in your Program application).

To begin the enrollment process, you will submit a complete Program application via our site. Your application will be automatically approved and you can start promoting your affiliate link immediately.

You should note that if your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement by giving you 24 hours notice. Unsuitable sites include sites that:

• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• include "instantestore" or variations or misspellings thereof in their domain names
• otherwise violate intellectual property rights
• consist of only lists of links or banners without substantial individual content

Once you have successfully signed up as an affiliate and have received a confirmation of your acceptance as an affiliate, you may provide on your site one or more of the following types of links to our site:

Free Trial Signup Box Link: You may provide an InstanteStore.com free trial signup box on your site that will permit your site visitors to sign up for the InstanteStore.com 30-Day Free Trial directly from your site. We will provide you with technical specifications describing how to include an InstanteStore.com free trial signup box on your site.

General Link to Instantestore.com Home Page: You may provide a general link on your site to our home page at http://www.instantestore.com.

We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, 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.

We will process Service orders placed by customers who follow Special Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Services by using Special Links from your site to our site and will make available to you reports summarizing this sales activity via your Affiliate Control Panel. The form, content, and frequency of the reports may vary from time to time in our discretion.

You may not earn commissions by recommending yourself. We currently use cookies to identify customers sent from your site to our site. If the customer has enabled cookies on their web browser, the cookie identifying your site ("Affiliate Cookie") will remain until 27th September 2037 or until the customer deletes the cookie from their browser, whichever is sooner. This means that should the customer return to our site while the Affiliate Cookie is still active, we will pay you referral fees on any sale made by that customer.

If the customer has enabled cookies and signs up for a free trial at our site (with or without making a purchase), that customer will be tagged as coming from you. Even if that customer returns to our site directly at a later time and they do not have cookies enabled, you will still be paid referral fees for any purchase made if they login to the account they setup when they were initially sent from your site.

We will continue to pay you referral fees on the recurring subscription fees paid by merchants referred via your Special Link until the merchant's account is terminated.

We will take all practical and reasonable effort to track all customers sent from you to our site. However, you agree that we will not be held responsible should there be a breakdown in this tracking.

In addition, you may not:
(a) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity
(b) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site
(c) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring or
(d) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

You will earn referral fees based on Qualifying Revenues according to referral fee schedules to be established by us. "Qualifying Revenues" are revenues derived by us from our sales of Qualifying Products, excluding costs for returns and bad debt. The current Referral Fee Schedule is as listed below:

25% recurring commission on InstanteStore service fee for the first 12 months & 15% recurring commission thereafter indefinitely as long as recommended merchant remains in good payment standing with InstanteStore.com

You agree that we retain the right to change this referral fee schedule or exclude any Product/Service as a Qualifying Product/Service as we see fit from time to time. You will be informed via e-mail and through your Affiliate Control Panel of such changes not later than 24 hours after the change has been made.

We will pay you referral fees on a monthly basis. Approximately 5 days following the end of each calendar month, we will send you a check for the referral fees earned on for the month. We retain the right to introduce new ways of paying your referral fees and/or remove current ways of paying your referral fees. However, if the referral fees payable to you for any calendar month are less than $100, we will hold payment until the total amount due is at least $100 or (if earlier) until this Agreement is terminated. In calculating referral fees, we will deduct the corresponding referral fee from your next monthly referral fee if a Product/Service that generated a referral fee is returned by the customer or the customer issues a chargeback request from their bank. If there is no subsequent payment, we will send you a bill for the referral fee.

Customers who buy servies through this Program will be deemed to be customers of InstanteStore.com. Accordingly, all InstanteStore.com rules, policies, and operating procedures concerning customer orders, customer service, and product/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 Services sold under this Program in accordance with our own pricing policies. Product/Service prices and availability may vary from time to time. Because price changes may affect Services that you already have listed on your site, you must check for new price information if you intend to include pricing information in your Product/Service descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product/service.

You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that InstanteStore.com supports, sponsors, endorses, or contributes money to any charity or other cause).

You are not allowed to spam using your Special Link. Spam in this case is defined as:

• Sending unsolicited e-mail to any person. You may include your Special link in strictly opt-in e-mails to your own site visitors who have expressed requested such information. Including your Special link in your sites ezines or newsletters is permissible
• Posting unsolicited material in public newsgroups, bulletin boards or any other publicly accessible material that does not belong to you. You may include your Special link in your sig file for such posts if appropriate
• Submitting your Special link to search engines. You may promote your own site using the search engines and include your Special link in your site. Submitting your Special link directly to the search engines will be deemed as 'spam' in this context

We will investigate all complaints of spam that originates from you or contains your Special link. Should our investigations conclude that you are partly or wholly responsible for spamming, this Agreement will be terminated. Furthermore, all referral fees owed to you will not be paid to you. We also retain the right to charge you any reasonable fees (including legal fees, technical consulting fees, settlement fees, etc) expended to investigate and contain your spamming activities.

We grant you a nonexclusive, revocable right to use the graphic image and text described in this Agreement and such other text or 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/Service 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.

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/Service 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/Service-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. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

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 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 InstanteStore.com 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 eligible to earn referral fees only on our sales of Qualifying Services that occur during the term, and referral 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.

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, 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 the posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

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.

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.

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

You acknowledge that you have read and understood 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 participation in the Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Penang, Malaysia, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the Malaysian Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

This Agreement will be governed by the laws of the Malaysia, without reference to rules governing choice of laws. 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 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.