PARTNER TERMS & CONDITIONS and SERVICE AGREEMENT

The PrintOnClick Affiliate Program offers an opportunity for operators of Internet web sites ("Hosts" or "Affiliates") publishing images to direct their visitors to PrintOnClick Printing Service providing images for customer's print and earn a commission each time one of those visitors purchases a print.

The terms and conditions of this Agreement are as follows:

1. How the Program Operates:

1.1 Visitors to your Site shall be directed to PrintOnClick Printing Service via an Internet hypertext transfer link. PrintOnClick shall designate and design the appearance and syntax of the hypertext transfer links which will appear at your Site -- although you may choose to wrap the link around the image or locate the link (banner) by the image.

1.2 Upon sign-up you will be provided with instructions as to how to generate & install the HTML code which will display PrintOnClick Printing Service text links on your web Site. You must install the HTML code as instructed in order to receive proper credit. The following actions shall be cause for denial of payment and immediate termination and may result in legal action at PrintOnClick's discretion: spamming, illegal content, and any falsification of transactions. The above list is not meant to be exhaustive of prohibited conduct.

1.3 Upon sign-up you will be asked to enter your Username and Password. Please remember them, as you will need them in order to generate links and operate your account. After you submit your sign-up form, you will receive e-mail confirmation and instructions. Your Username, when installed in hypertext transfer links, will ensure proper credit for referred purchases. Please also use this Username whenever contacting PrintOnClick.

Currently, the PrintOnClick Affiliate Program does not accept sign-up applications from webmasters from the following countries: Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or from anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders.

1.4 Your commission shall be earned on each referred transaction, which occurs when a user, directed from your site, purchases a print from a PrintOnClick Printing Service.

2. Site Owner/Operator Obligations:

2.1 You are required to provide a Federal Tax ID or Social Security Number before commission payments can be made to you. PrintOnClick Affiliate Program will register a 1099 for all U.S. domestic entities or a 1042-s for all foreign entities to whom we issue combined yearly payments of $600.00 or more. Any falsification of Social Security or Tax ID numbers shall be cause for denial of payment and immediate account termination. It is the responsibility of the Affiliate to keep all account information with PrintOnClick's Affiliate Program up-to-date and accurate. It is also the responsibility of the Host to periodically check their e-mail to stay informed of changes to PrintOnClick programs. The Affiliate is solely responsible for providing accurate address/delivery information to ensure proper delivery of payment. Since payments are computer-generated, inaccurate/improper address information will delay payment.

2.2 You also confirm that you own the trademark or have permission to copy any documents you submit online for printing, and agree to indemnify and hold PrintOnClick harmless from any suit, demand, or claim made against PrintOnClick by breach of this warranty and agree to pay any judgment or reasonable settlement offer resulting from any such suit, demand or claim, and to pay nay attorney’s fees incurred by PrintOnClick in defending against such suit, demand or claim.

2.3 The Affiliate is also responsible not to send to PrintOnClick Materials that are unlawful, sexually explicit, threatening, abusive, defamatory, obscene or which invade another person’s privacy or further the commission or concealment of a crime.

3. Rights Granted:

3.1 PrintOnClick grants to the Affiliate the non-exclusive right to direct (refer) users or visitors to their web Site to PrintOnClick Printing Service.

4. Host Commission:

Regular Sales. During a pay period month, you will receive 10% of all regular(without fee) sales, before order shipping and tax additions, on all orders which are referred through your account.

Fee Sales. How is explained in instructions for creating links you can set a fee for any of your images that you have a right to sell. During a pay period month, you will receive the fee you set for all fee sales on all orders which are referred through your account. Printing cost, shipping cost and tax are not included in the commission for fee sales. PrintOnClick will charge a customer 5% of fee additionally.

Payments will be made on a monthly basis, as long as your account has accumulated the minimum payout of $10.00 if paid by check and $100.00 if paid by International Money Order. Otherwise, accumulated payout will be carried over to the next month until your monthly total reaches the minimum payout. All payments will be made by check in U.S. dollars unless otherwise arranged. All commission statistics during a month are closed on the last day of the month. Any Chargebacks from previous months sales will be applied to the current month commission statistics. The cost of International Money Order is subtracted from the Affiliate's commission.

5. Representations and Warranties:

5.1 You, as Host, warrant and represent that you own or operate a lawful, and otherwise valid Internet web Site. You further represent that you have the requisite power and authority to enter into this Agreement and perform the obligations set forth herein and that you are an adult at least eighteen (18) years of age; that performance under this Agreement does not and will not constitute a breach of any existing contract or obligation undertaken by you; and that there are no outstanding orders, judgments, decrees, rules or regulations which would preclude you from entering into this Agreement. You shall indemnify PrintOnClick and its owners, employees and assigns against any loss, damage, liability (including reasonable legal fees) which result from the use of any PrintOnClick materials not expressly authorized by this Agreement.

5.2 You, as Host, will not place any PrintOnClick Affiliate Program advertisement on any type of "password giveaway", "mp3" or "warez" Sites. If any PrintOnClick Affiliate Program advertisement is found on such a Site, the Affiliate's account will be subject to immediate termination and denial of payment.

5.3 As emphasized in the Acceptable Use Policy, you, as Host, will not engage in abusive spamming practices. If we receive ANY complaints about such activities, the Host's account will be subject to immediate termination and denial of payment. Please note that a network of contacts with AOL and other major ISP's is in place, and if you spam, you will be caught, and you will be terminated, and your account information will be turned over. If your account is caught spamming AOL, your account will be terminated, and your personal information will be forwarded to AOL's legal department. If your account is caught spamming ICQ, IRC, AOL AIM, MSN IM, USENET, MESSAGE BOARDS, your account will be terminated, and your personal information will be forwarded to the appropriate organization.

6. Disclaimer and Limitation of Liability:

PrintOnClick MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE PERFORMANCE OF THE LINK OR QUALITY OF PRINTS AND PrintOnClick EXPRESSLY DISCLAIMS ANY WARRANTIES, INCLUDING THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

PrintOnClick shall not be held liable to the Affiliate or any other person or entity, including users of PrintOnClick's products or services, for any losses, injuries or damages of any kind, arising from or in connection with any mistakes, omissions, delays, errors, interruptions in the transmission or receipt of PrintOnClick's products, services or content.

7. Term and Termination of Agreement:

7.1 This agreement is subject to change without notice. Affiliates should check back here periodically for updates.

7.2 The term of this Agreement shall be indefinite. PrintOnClick reserves the right to terminate this Agreement at any time, without cause. Delivery of notice via e-mail shall be considered sufficient notice to the Host.

7.3 Upon termination of this Agreement you shall immediately cease using PrintOnClick's marks and remove PrintOnClick's link(s) from your Site.

7.4 Any warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.

7.5 Upon termination of this Agreement you shall be entitled to all unpaid commissions earned prior to the date and hour of termination. The Affiliate shall not be entitled to receive commissions for referrals delivered after the date of termination. Nor shall the Affiliate receive any payment if their account was terminated for illegal content, spamming, deception, fraud, falsification of sign-ups or failure to observe PrintOnClick's rules regarding Policing Prohibited Access.

8. Acceptance and Execution of Agreement:

By filling out and sending the sign-up form you are agreeing to be bound by the terms of this Agreement and PrintOnClick is agreeing to become a counter-party to the Agreement. The date of execution shall be the date on which the form is forwarded to PrintOnClick.

REVISED 04/09/03