Online Partner Agreement

Online Partner Agreement

This Agreement is subject to the following Terms and Conditions:

1. This Agreement will be governed by the laws of the Province of Ontario, Canada.

2. Biospace Corporation will pay the Online Partner a Commission of Five Dollars ($2.00) per Unit on the Sale of any and all Products sold through a direct referral from the Online Partner WebPage located on the registered Partner's website after the first eight units sold (see Art.15).

3. Biospace Corporation will make monthly Commision Payments to the Partner for Sales completed in the preceding month. Cheques or Money Orders will be sent to the Partner by Regular Mail on or before the last day of the month, that is, within 60 days after the Original Sale. Partner Sales Commission will be credited when the Sale is completed, that is, when the Purchaser's Payment is cleared by the bank. If the Purchaser subsequently requests a Refund, the Partner Commission credited on the Original Sale will be deducted.

4 .This Agreement is solely for Commissions on Sales resulting from direct referrals from the Online Partner WebPage located on the Partner's website. The term 'Partner' does not imply any formal business association with Biospace Corporation.

5. The Partner will receive an E-mail Receipt for all Sales originating from the Online Partner WebPage. In its monthly Partner Commission Payment Statements, Biospace Corporation will provide full information on any Sales for which Payment failed to clear the bank and for which Commission was not credited to Partner.

6. The Partner is not permitted to represent Biospace Corporation in any way other than by displaying the Online Partner WebPage on Partner's website. The Partner may request permission to use trademarks or other materials that are the property of Biospace Corporation for promotions other than Partner's Online Partner WebPage. Such request must be in writing addressed to Biospace Corporation.

7. Biospace Corporation reserves the right to change the Commission Rate 7 days after notifying Partner by E-mail. Partner Commission Credits accumulating after such change will be calculated at the new rate.

8. Biospace Corporation reserves the right to change prices at any time by E-mailing the Partner a new Online Partner WebPage containing the new prices. Biospace Corporation is under no obligation to fulfil Partner Sales at the old prices 7 days after such E-mail.

9. Biospace Corporation will not be held responsible for any technical failure that may result in a Purchaser's clicks going unregistered. Any such technical failure will be addressed immediately upon discovery and rectified as soon as possible. Biospace Corporation will undertake to verify and pay Partner's earned Commission on such Sales.

10. The Partner Commission of $2.00 per Unit will be paid regardless of the total Sale Amount. Payment will be by Cheque or Money Order drawn in US or Canadian funds as per the Payment received for the Original Sale.

11. Biospace Corporation will not be held responsible for clearing Partner Commission Cheques or Money Orders at Partner's financial institutions.

12. Any correspondence relating to loss of the Partner Commission Cheque or Money Order in the mail, or inability of the Partner to cash the Cheque or Money Order, must be made within 30 days so that an alternative payment method can be instituted.

13. Any Tax liability on Commissions received will be the Partner's responsibility.

14. Biospace Corporation reserves the right to terminate any Partner without Notice for sending any unsolicited e-mail (e.g. Spam, UCE) or for misrepresenting the Online Partner WebPage or Biospace Corporation Online Partner Program. If the Partner is terminated for such reason, Biospace Corporation will withold any outstanding amount in Partner's Commission credit for a period of one year to determine if such actions caused any financial harm to Biospace Corporation. Any financial damages attributable to such Partner actions will be deducted from the Partner Credit and any remaining balance will be mailed to Partner within the month following the one year grace period.

15. Biospace Corporation will supply the Partner with an Online Partner WebPage (HTML) by E-mail. The Partner will be responsible for incorporating the Online Partner WebPage into Partner's WebSite (by creating a button or link to the Online Partner WebPage). Partner will host the Online Partner WebPage at its WebSite free of charge to Biospace Corporation. The Online Partner WebPage will link directly to the Online Partner WebPage Order Form. No additions, deletions or modifications may be made to the Online Partner WebPage by Partner without permission in writing from Biospace Corporation. Biospace Corporation reserves the right to place banners, links or other promotional materials on said Online Partner WebPage.

16. Partner understands and agrees that a direct correlation between 'click-throughs' and Completed Sales may not exist. Biospace Corporation affirms that all Sales Transactions are automatic (or semi-automatic) and no bona fide Sales originating from Partner's WebSite will go unprocessed or uncredited.

17. By applying and registering as an Online Partner, Partner confirms that he/she has read and agrees with the Terms and Conditions of this Agreement.

18. Biospace Corporation reserves the right to change the Terms and Conditions of the Online Partner Agreement, as may be required from time to time. Partner is advised to print a hard copy of this Agreement for Partner's records.