VOMBACASH AFFILIATE PROGRAM

1. DESCRIPTION.
   Upon agreement to the terms and conditions of this Agreement by completing the on-line registration form, VombaNetwork, Inc. (herein after “Vomba”) grants to the Affiliate ( hereinafter defined ) a limited and non-exclusive, royalty free license during the term of this Agreement to display Vomba’s Softwares, products and other Vomba proprietary technology (hereinafter referred to individually or in combination as "the Softwares") on Affiliate's website in accordance with this Agreement.
2. OPERATING AGREEMENT.
   This agreement (the "Agreement") contains the complete terms and conditions that apply to your participation in the VombaCash Affiliate Program (the "Program").
3. ENROLLMENT IN THE PROGRAM.
   To begin the enrollment process, an applicant ( the “Applicant” ) must submit a completed application for the Program via the VombaCash Affiliate website (http://www.vombacash.com). Vomba will evaluate the Applicant’s application in good faith and will notify the Applicant of his/her acceptance or rejection. Vomba may reject an application if it determines, at its sole discretion, that an Applicant’s website is unsuitable for the Program.
   
   Unsuitable sites include any content, goods, services, or links displayed on or made available through or in connection with Affiliate's website(s) such as: websites that are fully or partially targeted towards children under the age of 13; sexually explicit material; violence; promote discrimination of any sort; promote illegal activities; promote distribution or violation of copyrights materials like warez, cracks and mp3; or that Affiliate or Affiliate's website(s) violates, has violated, or threatens to violate the terms and conditions of this Agreement or the spirit behind them.
   
   By enrolling into the Program, the Applicant warrants to Vomba that he/she is at least of the age of majority as this term is defined in the jurisdiction where he/she is domiciled and that the information provided upon application (name, address, payment information, phone number, etc) are complete and accurate. The Applicant must provide Vomba with at least one top level domain where the Applicant will promote Vomba’s content. Only the owner of a top level domain may open an account, no free host will be accepted.
   
   Vomba won’t accept any application or issue payment to resident of the following countries: Afghanistan, Algeria, Indonesia, Iran, Kuwait, Lebanon, Morocco, Pakistan, Romania and Viet Nam.
   
   If Vomba accept an application the Applicant will then be considered an Affiliate ( the " Affiliate"). If Vomba rejects an application, an email will be sent to the Applicant explaining the reasons for the rejection or the modification needed. An Applicant is welcome to reapply to the Program once the required modifications to his/her application have been made. The Applicant should also note that if Vomba accepts an application and the Applicant’s site is thereafter determined, in Vomba’s sole discretion, to be unsuitable for the Program, Vomba may in its sole discretion immediately terminate this Agreement.
   
   Affiliates are responsible for all distribution or promotion made with their account and are not authorized to hire or subcontract with others to distribute or promote any of the Vomba Softwares, products or websites.
4. ACCEPTABLE USE.
   Affiliates must respect all rules, guidelines and regulations. Vomba reserves the right to cancel the commission owed to an Affiliate and will report wrongful behavior to the proper authorities. The list of unacceptable behaviors includes, but is not limited to: exploits, botnet, worms, viruses, drive-by-download, automatic Software updates, etc.
   
   Vomba does not accept any form of SPAM and detects/discards all traffic from unsolicited e-mail, newsgroups, instant messaging, unauthorized adjustment of default home page or search features within standard browser settings and all other methods other than that generated from a human generated search. Promotion done by any of these methods will cause the responsible Affiliate account to be terminated.
   
   Without limitation, Affiliate's account may be terminated, if Vomba in its sole discretion, determines that any content, goods, services, or links displayed on or made available through or in connection with Affiliate's website(s) are targeted towards children, illegal, obscene, indecent, vulgar, offensive, dangerous, or are otherwise deemed inappropriate; or that Affiliate or Affiliate's website(s) violates, has violated, or threatens to violate the terms and conditions of this Agreement.
   
   Any practices that could reflect negatively on Vomba’s program are strictly prohibited. Failure to comply with this request will result in the immediate cancellation of the account from which the clicks and installations were generated and may also result in the forfeiture of any funds owed to that account.
5. DEFINITIONS.
   Engagement: An Engagement occurs when, via Vombacash.com, an Offer made by one party is accepted by the other party.
   
   Links: A banner, button, icon, text link, or other item which links to the Vomba websites, which Vomba will make available to Affiliates for use on the VombaCash Affiliate website, subject to the terms and conditions herein.
   
   Vomba shall make Links available to Affiliates. An Affiliate may post as many Links on his/her site as he/she likes. The position, prominence and nature of the Links on the Affiliate’s site shall comply with any requirements specified by Vomba but otherwise will be in the Affiliate’s discretion.
   
   Offer: An Offer posted by Vomba to pay an Affiliate a specified commission with respect to products purchased, users registered, and the like on Vomba’s site via a Qualifying Link (hereinafter defined) that receives an identification number. The term Offer shall also include any counter-offers you make in response to an Offer.
   
   Other Vomba Proprietary Technology: is any and all Vomba proprietary material and information, source code, paper or electronic documentation, methods of display, methods of operation, trademarks, service marks, and trade names.
   
   Qualifying Link: A direct link from an Applicant’s website to a Vomba website using a Required URL, (hereinafter defined), or any other URL provided by Vomba with the code supplied by Vombacash.com, that is the last link to a Vomba website that the customer uses during a session where a product purchase or new customer registration occurs.
   
   Qualified Installation: A consumer who has successfully completed our Vomba Software installation process having agreed to the terms of our End User License Agreement and Privacy Policy. The consumer must also be age of majority or older and have no prior successful installation of Vomba products.
   
   Required URL: A link from an Applicant’s website to areas within Vomba’s websites using a special URL specified by Vomba.
   
   At any time prior to the applicant providing a Qualifying Link, we may with or without notice
   
   a) Change, suspend or discontinue any aspect of an Engagement or
   
   b) Remove, alter, or modify any graphic or banner ad submitted by us for an Engagement. You agree to promptly implement any request from us to remove, alter or modify any graphic or banner ad submitted by us that is being used by you as part of an Engagement.
   
   Vomba Content: Vomba offers products including screensavers, clipart, wallpaper, skins, and/or other content whose Required URL was made available via the VombaCash web site.
6. COMMISSIONS.
   Vomba agrees to pay its Affiliate for new qualified installations only. Payout varies based on the country where the installation occurs. The IP address of the target computer is used to determine the physical location of the installation. The payout per countries is as follow:
   
   Region 1: United States
   Default payout: $0.45
   
   Region 2: Canada, France, Germany, Italy, Netherlands, Spain, United Kingdom.
   Default payout: $0.21
   
   Region 3: Australia, Austria, Belgium, Denmark, Finland, Iceland, Ireland, Mexico, New Zealand, Norway, Portugal, Singapore, Sweden, Switzerland.
   Default payout: $0.07
   
   Region 4: All other countries
   Default payout: $0.00
7. TRACKING.
   Vomba use cookies to track referring Affiliate’s accounts and successful installations. If a user does not have cookies enabled through their browser, Vomba is unable to track the user's activity. If a user does not have cookies enabled when a user links from an Applicant’s site to the Vomba web site, the user will not be tracked. If a user completes an installation with Vomba as a result of a link from an Applicant’s site and the session cannot be tracked, the said Applicant will not earn any commission for the registration.
8. PAYMENT SCHEDULE.
   Vomba will pay Affiliate a commission based on installations performed through the Affiliate ID. The amount of the commission can be changed at any time with 24 hours notice. Affiliates who do not comply with their responsibilities which were stated above will not be paid or may have their payment withheld.
   
   With the exception of payments sent by wire transfers, Vomba will pay Affiliate upon reaching a minimum level of fifty ($50.00) dollars. If minimum level not reached, the money will be carried over until minimum payout is reached. The minimum payout for wire transfer is $250.
   
   Payments are processed twice per month (on the 1st and 16th of each months), the payment processing may requires up to 5 business days before payments are actually sent
   
   All Affiliates that will make a request to change the default method of payment from checks to any other payment method Vomba uses will be required to provide Vomba with a valid proof of ID, matching the Affiliate's account information such as but not limited to name and address. For payment made to business, official registration paper will be required instead of ID card.
9. RESPONSIBILITIES.
   All Vomba policies and operating procedures concerning user registrations, customer service, and product sales will apply to Vomba users. Vomba may change its policies and operating procedures at any time.
   
   An Affiliate shall be solely responsible for, and Vomba disclaims all liability for, the development, operation, and maintenance of an Affiliate’s website and for all materials that appear on this website. An Affiliate shall be solely responsible for: the technical operation of his/her website and all related equipment; creating and posting product descriptions on the website and linking those descriptions to Vomba’s website; the accuracy and appropriateness of materials posted on an Affiliate’s website; ensuring that materials posted on the Affiliate’s website do not violate or infringe upon the rights of any third party (including, but not limited to, patents, copyrights, trademarks, privacy, or other personal or proprietary rights); and ensuring that materials posted the Affiliate’s website are not libelous or otherwise illegal.
   
   Since Vomba Software is a certified Software part of the TRUSTe Trusted Download Program, an Affiliate is prohibited to engage in any activities that would put Vomba in violation of the TRUSTe Trusted Download Program requirements. For more information refer to www.truste.org.
   
   An affiliate shall not engage at any time, including but not restricted to distribution of Vomba products, in any of the prohibited activities described in Section 22.
10. OWNERSHIP AND LICENSES.
    Subject to any license granted herein, Vomba owns and retains all rights, including proprietary rights, in and to the tools and products. All rights not expressly licensed hereunder are expressly reserved by Vomba. Affiliates shall use the tools and products only as provided herein, and shall not alter the tools or products in any way, nor shall they act or permit action that would in any way impair the rights of Vomba in the tools or products.
    
    Affiliates acknowledge that their use of the tools and products shall not create any right, title or interest in or to such tools and products and all goodwill or reputation generated by an Affiliate’s use shall inure to the benefit of Vomba. Vomba shall have the right to monitor the quality of an Affiliate’s use of the tools and products.
    
    Affiliates agree not to contest, in any court or other jurisdiction, the validity of any of the tools. During the term of this Agreement, Affiliates shall not adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of the Vomba trademarks, service marks or trade names, or any word or mark confusingly similar to them in any jurisdiction.
    
    Affiliates grant to Vomba a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, display and transmit any graphic or banner ad submitted by Affiliates solely for co-branding purposes or as a return link from Vomba’s website to an Affiliates’s website. Vomba will remove such graphic or banner ad from Vomba’s website upon an Affiliate’s request.
    
    Affiliates shall notify Vomba promptly in writing via email at webmaster@vombacash.com of any known infringement of the Vomba proprietary rights or other rights in the tools or products. As between Vomba and the Affiliate, Vomba is and shall be the sole and exclusive owner of user Information collected through the products.
11. CONFIDENTIALITY.
    During the term of this Agreement and thereafter, the Affiliate agrees not disclose or use the Confidential Information (hereinafter defined) of Vomba or will only use it as contemplated by this Agreement. Confidential information (“Confidential Information”) is information that has or could have commercial value or other utility in the business or prospective business of Vomba, or information that an Affiliate ought in good faith from the circumstances of its disclosure consider to be confidential, including all proprietary rights of Vomba and all other business, technical and financial information that is obtained from Vomba pursuant to this Agreement. Confidential information shall not include any information that an Affiliate can verify with substantial proof that:
    
    is generally available to or known to the public through no wrongful act of the Affiliate;
    
    was independently developed by the Affiliate without use of Confidential Information; or
    
    was disclosed to the Affiliate by a third party under no obligation of confidentiality to VombaCash.
12. RELATIONSHIP OF PARTIES.
    Affiliates and Vomba are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Affiliates will not have, and will not represent that they have, any authority to make or accept any offers or representations on Vomba’s behalf.
13. TERM OF AN ENGAGEMENT.
    The term of an Engagement will begin upon acceptance of an Offer. Either party may terminate any Engagement at any time by indicating such termination in writing Termination of an Engagement shall not terminate this Agreement or any other Engagement.
14. TERM OF THE AGREEMENT.
    This Agreement shall continue in effect for one (1) year from the date of Vomba’s acceptance of an Affiliate’s program application. Upon expiration of this initial term the Agreement shall automatically be renewed for one (1) year renewal terms unless terminated by either party prior to the expiration of the initial or any renewal term. Either party may terminate the Agreement prior to expiration, at any time, with or without cause, by providing written notice of such termination to the other party. Termination or expiration of the Agreement shall also terminate any pending Engagement(s).
    
    Upon the termination of this Agreement all licenses granted to an Affiliate by Vomba under this Agreement are immediately terminated and you shall immediately cease use of, and remove from your website: all links to Vomba’s website; all Vomba trademarks, service marks and logos; and all other materials provided by or on behalf of Vomba to the Affiliate pursuant to the Agreement or in connection with the Engagement.
    
    All rights to payment, exclusivity, forfeiture of payments, causes of action and any provisions which, by their terms, are intended to survive termination, shall survive termination of this Agreement.
15. MODIFICATION.
    Vomba may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new Agreement on its website. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Engagement rules.
    
    IF ANY MODIFICATION IS UNACCEPTABLE TO THE AFFILIATE, THE ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AN AFFILIATES CONTINUED PARTICIPATION IN THE PROGRAM OR ANY ENGAGEMENT FOLLOWING VOMBA’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON VOMBA’S WEBSITE AND ON THE INTERNET BILLING COMPANY™ WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
16. REPRESENTATIONS.
    Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's website will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.
17. DISCLAIMERS.
    VOMBA MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY ENGAGEMENT, OR ANY PRODUCT SOLD THROUGH THE PROGRAM OR ANY ENGAGEMENT, (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT 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 THE VOMBA WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
18. INDEMNIFICATION.
    An Affiliate hereby agree to indemnify, defend and hold harmless Vomba and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) relating to the development, operation, maintenance and contents of the Affiliate’s website or relating to a defect in any of Vomba’s products.
19. LIMITATION OF LIABILITY.
    In no event shall Vomba be liable for any indirect, special, exemplary, consequential or incidental damages, (including any loss of revenue, profits or data), arising in connection with this Agreement or the Program, even if Vomba has been informed of the possibility of such damages. Further, Vomba’s aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to an Affiliate under this Agreement.
    
    Neither Vomba nor the Affiliate shall be held responsible for any reasonable delay or failure in performance caused by fires, strikes, embargoes, acts of nature, or other causes beyond their reasonable control.
20. GOVERNING LAW.
    This Agreement has been made in and shall be construed and enforced in accordance with the laws of Canada and the Province of Quebec, without reference to rules governing choice of laws. An Affiliate expressly consent to the personal jurisdiction of the federal and provincial courts within Quebec for any action relating to this Agreement, and waive any improper venue or inconvenient forum objections thereto.
21. PROHIBITED ACTIVITIES
    An Affiliate shall not, in accordance with Section 10 do any of the following:
    
    
    1. Take control of a user’s computer by deceptively:
    1. using the computer to send unsolicited information or material from the computer to others;
    2. accessing, hijacking or otherwise using the computer’s modem or Internet connection or service and thereby causing damage to the computer or causing the owner or authorized user, or a third party defrauded by such conduct, to incur charges or other costs for a service that is not authorized by the owner or user;
    3. using the computer as part of an activity performed by a group of computers that causes damage to another computer;
    4. delivering advertisements that a user cannot close without turning off the computer or closing all other sessions of the Internet browser for the computer; or
    5. using rootkits or other Software that are typically used to hack into a computer and gain administrative-level access for unauthorized use of a computer.
    2. Modify security or other settings of the computer that protect information about the user for the purposes of causing damage or harm to the computer or the user.
    3. Collect PII through the use of a keystroke logging function without authority of the owner of the computer.
    4. Induce the user to provide PII to another person by intentionally misrepresenting the identity of the person seeking the information. This includes inducing the disclosure of information by means of a web page or software that:
    1. is substantially similar to a web page or software established or provided by another person; and
    2. misleads the User that such web page or software is provided by such other person.
    5. Induce the user to install a software onto the computer, or prevent reasonable efforts to block the installation or execution of, or to disable the software, by:
    1. presenting the user with an option to decline installation but, when the option is selected by the User or when the user reasonably attempts to decline the installation, the installation nevertheless proceeds;
    2. misrepresenting that a software will be uninstalled or disabled by a user’s action, with actual or constructive knowledge that a software will not be so uninstalled or disabled;
    3. causing software that the user has properly removed or disabled to automatically reinstall or reactivate on the computer;
    4. changing or concealing the name, location or other designation information of the software for the purpose of preventing a user from locating the software to remove it;
    5. using randomized or intentionally deceptive file names, directory folders, formats or registry entries for the purpose of avoiding detection and removal by a user;
    6. causing the installation of a software in a particular computer directory or computer memory for the purpose of evading a user’s attempt to remove the software;
    7. requiring completion of a survey, or disclosure of PII, to uninstall a software;
    8. requiring, without the authority of the owner of the computer, that a User obtain a special code or download a third-party program to uninstall a software; or
    9. intentionally causing damage to or removing any vital component of the operating system when uninstallation is attempted.
    6. Misrepresent that installing a software or providing log-in and password information is necessary for security or privacy reasons unrelated to the software itself, or that installing software is necessary to open, view or play a particular type of content online or offline (e.g., can not falsely state software is necessary for accessing web site).
    7. Induce the user to install, download or execute software by misrepresenting the identity or authority of the person or entity providing software to the user. This includes, but is not limited to use of domains with misspelling of frequently visited web sites (i.e., 404 squatting).
    8. Remove, disable, or render inoperative by deceptive means a security, anti-spyware or anti-virus technology installed on the computer without obtaining prior consent from the User.
    9. Install or execute software on the computer with the intent of causing a person to use software in a way that violates any other provision of this section.
    10. Allow any of Vomba certified Software to be bundled with software currently engaging in any of the Prohibited Activities listed in this section.
    11. Material changes to Vomba certified Software will results in immediate and definitive termination of this Agreement.
22. NOTICES.
    All notices or other communications to Vomba shall be sent via email to complicance@Vombacash.com with a confirmation copy by certified mail to: VombaCash, 3300 Cote Vertu Suite 406, Montreal, Quebec, Canada, H4R 2B7.
23. MISCELLANEOUS.
    The provisions of this Agreement are separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. Vomba’s failure to enforce an Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of Vomba’s right to subsequently enforce such provision or any other provision of this Agreement. An affiliate may not assign this Agreement, by operation of law or otherwise, without Vomba’s prior written consent. Subject to this restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. THE AFFILIATE ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. THE AFFILIATE UNDERSTANDS THAT VOMBA MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH THE AFFILIATE’S WEBSITE. THE AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.