Exclusive Associate Partner Initiative Agreement

This Associate Partner Agreement (hereinafter the Agreement) contains the terms and conditions that apply to an individual's or company's participation in the Candor Technologies Associate Partner Network (the "Associate Partner Network").

1. DEFINITIONS:

As used in this Agreement,

1.1. "we" means the Candor Technologies Associate Partner Network as operated by Candor Technologies (Pty) Ltd, a company incorporated in terms of the laws of South Africa with its principal place of business in Princess street, Hout Bay Cape Town

1.2. "you" and "Associate Partner" means the applicant in terms of the Associate Partner Network.

1.3. "Associate Partner Network" means the Associate Partner's link to the Candor Technologies Associate Partner Network site locatable at www.bizcardprint.com,

1.4. "Associate Partner website " means the applicants website which will link to the Associate Partner network site at www.bizcardprint.com

"BizCardPrint.com orders and products" mean the printed business cards and digital files of colour business cards offered by the Candor Technologies Associate Partner Network, and do not include other personalized products that may be offered on the website by other vendors.

1. The Associate Partner Network structure
   The Candor Technologies Associate Partner Network is intended for web sites to offer on-line setting, proofing and ordering of business cards to their customers via the bizcardprint.com Associate Partner network website.
2. Associate Partner Enrolment
   a. To begin the Associate Partner enrolment process, you will review this Agreement and complete the Associate Partner Application at the end of this Agreement. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application if we determine (using our sole discretion) that your site is unsuitable for the Associate Partner Network for any reason, including, but not limited to, inclusion of content that is in any way promoting illegal activities, violence, sexually explicit materials, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. If we reject your application, you are welcome to reapply to the Associate Partner Network at any time.
   b. You may only enrol one Associate Partner account per applicant
   c. As an Associate Partner, you cannot Sponsor yourself.
   d. Once you have become an Associate Partner, you cannot change Sponsors (unless your Sponsor agrees).
3. Scope of Services
   a. The Candor Technologies Associate Partner network shall make available, through a hyperlink to its site on the Internet World Wide Web located at www.bizcardprint.com, its products and services to visitors of the Associate Partner's web site. The Candor Technologies Associate Partner network will add new products as they may be developed.
   b. Candor Technologies shall create, maintain, and manage all aspects of the Associate Partner Network operation, including the software and hardware environment and connections to Internet Providers, subject to the terms of this Agreement.
4. Licenses
   Candor Technologies grants the Associate Partner, during the term of this Agreement, a royalty-free, non-exclusive license to establish the link(s) between the Associate Partner site and the Associate Partner network site and to display trade names, trade marks, service marks, products, and logos upon written approval, not to be unreasonably withheld, for the purpose of indicating the location of the links and in connection with the marketing and promotion of the links.
5. Intellectual property rights
   Candor Technologies owns all rights, title, and interest to the technology and all content that make-up the Associate Partner Network website including any space available for advertising or other independent revenue producing mechanisms.
6. Promotion
   Associate Partner agrees to generally promote the Candor Technologies Associate Partner Network to its clients and users. All such promotional materials and activities shall be approved by both Candor Technologies and the Associate Partner before being made publicly available.
7. Restrictions
   You agree to use the links in the exact format we send them to you and not to alter, modify or adapt the links in any manner. You agree not to engage in the practice of "spamming", or otherwise sending out unsolicited emails to any third parties in connection with the Associate Partner Program or acting as a representative or representative of Candor Technologies in any way. Breach of any of the provisions of this clause constitutes a material breach of the agreement.
8. Order Processing
   Candor Technologies will process orders placed by customers who follow the designated special links from the Associate Partner site. We reserve the right to reject orders that do not comply with any requirements that we may periodically establish. We will be responsible for all aspects of order processing and fulfilment. Among other things, we will process payments, cancellations, and returns. We will track sales made to customers who purchase products in the Candor Technologies Associate Partner Network.
9. Sales and Activity Reports
   To permit accurate tracking, reporting, and commission accrual, you must ensure that the special links between the Associate Partner site and the Associate Partner network site are properly formatted. Associate Partner activity report may be requested by email: associates@bizcardprint.com. If you earn more than R1000.00 in Associate Partner commissions, you are entitled to a monthly Associate Partner report.
10. Associate Partner commission and payment
    Candor Technologies will track all unique BizCardPrint.com orders placed through the Associate Partner Network site and will pay a commission of the net BizCardPrint.com orders revenue paid by the third party client, as referred by the Associate Partner site value; excluding any applicable taxes, shipping, refunds, reprints, and returns. We will pay referral fees on transactions that are made by a customer who visits our site directly (rather than through a special link from your site), if the customer previously followed a link from your site to ours, by means of a tracking number assigned to that customer.
    
    The BizCardPrint.com orders and products include the printed colour business cards and digital files of colour business cards offered by the Candor Technologies Associate Partner Network, and do not include any other personalized products that may be offered on the website by other vendors.
    
    Should an existing Associate Partner refer a new Associate Partner client to the Candor Technologies Associate Partner Network, Candor Technologies Associate Partner Network will pay a commission of net BizCardPrint.com order revenue received by the third party client, excluding any applicable taxes, shipping, refunds, reprints, and returns as generated by that newly referred Associate Partner website.
    
    Commissions will be paid on a three monthly basis unless the fees payable to you are less than R1000.00, whereupon we will hold those fees until the total commission earned is at least R1000.00 If an order that generated a commission is returned by the customer for whatever reason, we will deduct the corresponding commission from your next payment.
11. Commencement and duration
    This Agreement will commence upon our acceptance of your Associate Partner Network application and will continue indefinitely. Either party may terminate this Agreement at any time, by giving the other party 30 days written notice of its intention to terminate the agreement. You are only eligible to earn commission fees on sales occurring during the period of the agreement and commission fees earned after the date of termination will remain payable only if the product orders are not cancelled or returned. We may withhold final payment for a period of sixty days from termination to ensure full reconciliation of any amounts still owing to the Associate Partner. Upon termination of this Agreement, Associate Partner agrees to remove their hyperlink to BizCardPrint.com within five (5) business days.
12. Modification
    We may modify any of the terms and conditions contained in this Agreement, including percentages for Associate Partners and sponsors, at any time and in our sole discretion without notice to the Associate Partner, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available commission fees, fee schedules, payment procedures, and Associate Partner Network rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Associate Partner Network following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
13. Confidentiality and Non-Disclosure
    In the performance of this Agreement, Candor Technologies and Associate Partner may obtain or develop certain information, which is considered by either party to be proprietary and confidential, is designated in written form as confidential, which is not generally known other than by Candor Technologies or Associate Partner, and which provides commercial advantage to Candor Technologies or Associate Partner. Confidential information shall not include information that (a) is now or later becomes generally known to the public (other than as a result of a breach of this Agreement); (b) is independently developed by Candor Technologies or Associate Partner; (c) Candor Technologies or Associate Partner lawfully obtains from any third Party who has lawfully obtained such information; or (d) is later published or generally disclosed to the public by Candor Technologies or Associate Partner. Candor Technologies or Associate Partner shall bear the burden of showing that any of the foregoing exclusions apply to any information or materials. Candor Technologies or Associate Partner shall not, without the other Party's prior written permission, use for any purposes, unless it is in connection with this Agreement, reveal or make available to any person any proprietary or confidential information or trade secrets. Candor Technologies and Associate Partner shall limit access to proprietary information to those employees and agents to whom disclosure is necessary for the performance of this Agreement.
14. Data Collection and Privacy
    Associate Partner certifies that if Usage Statistics have been collected, it does not reasonably anticipate that the Usage Statistics shall be used as a factor in establishing any consumer's eligibility for (a) credit or insurance used primarily for personal, family, or household purposes, (b) employment purposes, Company and Associate Partner agree that the Usage Statistics are not intended to be a consumer report as used in any legislation or ordinances and that either Party may terminate this Agreement if the Usage Statistics are deemed to be such a consumer report.
15. Warranties; Disclaimers
    Candor Technologies makes no expressed or implied warranties or representation with respect to the Associate Partner Network or any products sold through the Associate Partner Network (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 our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
16. 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.
17. Indemnification
    Each Party agrees to indemnify and hold harmless the other Party and the officers, directors, agents, Associate Partners, distributors, franchisees and employees of the other Party from and against any and all actions, causes of action, claims, demands, costs, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to the other Party's representations, warranties, or other obligations under this Agreement.
18. Limitation of Liability
    The Associate Partner hereby indemnifies the Candor Technologies Associate Partner Network against any liability in respect of direct or indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Candor Technologies Associate Partner Network, even if we have been advised of the possibility of such damages.
19. Governing Law; Arbitration of Disputes
    This agreement shall be deemed to have been made in South Africa and the construction validity and performance of this agreement shall be governed in all respect by the laws of South Africa.
    
    Any disputes between the parties arising under or relating to this agreement shall be resolved through arbitration, using the English language and subject to the rules and procedures of the Arbitration Foundation of South Africa.
    
    Any arbitration may be commenced upon the filing by either party of a demand to arbitrate. The award rendered by the arbitrator shall be final and binding upon both parties and shall not be subject to judicial appeal.
    
    The place of arbitration shall be Cape Town, South Africa.
20. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO 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 WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE ASSOCIATE PARTNER NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN IS SET FORTH IN THIS AGREEMENT.