Last Update: 16 August 2009.

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Upvise Affiliate Program (the "Program"). As used in this Agreement, "we", "us", or "our" means Upvise or Unyverse Pte Ltd, as the case may be, and "you" means the applicant. “Upvise Site” means the upvise.com web site, which has its primary home page identified by the URL www.upvise.com. "Your site" means any site that you will link to the Upvise Site (and which you will identify in your Program application).

1. Enrollment in the Program

To begin the enrollment process, you will submit a Program application via the Upvise Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:
- promote violence
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- promote illegal activities
otherwise violate intellectual property rights.
By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.

2. Links on Your Site and Referrer Code

Once you have been notified that your site has been accepted into the Program, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, to provide on your site one or more links to the Upvise Site.

We will provide you with guidelines and marketing material to use in linking to the Upvise Site. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with a special Referrer Code.

You will in turn provide this Referrer Code to your users, to be entered in the Referrer code field when creating an account on the Upvise site. The Referrer code can be included as a parameter in links from your site to the user account creation page on the Upvise site, in order to pre-fill the Referrer code field. The code can also be provided to your users in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document).

You acknowledge that, by participating in the Affiliate Program and placing a link to the Upvise site within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Terms of use on the Upvise Site.

You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.

3. Referral Fees

We will pay you (in accordance with Sections 4 and 5 below) referral fees on "Qualifying Revenues".

"Qualifying Revenues" are revenues derived by us from customers as a result of sales of Upvise Premium Access licenses. The price of an Upvise Premium Access license is listed on the Pricing page of the Upvise site (http://www.upvise.com/business/pricing.aspx).

For a license sale to be eligible to earn a referral fee, the customer must have entered your Referrer code on the account creation page when signing up for an account on the Upvise site. All license sales related to this customer account, i.e. licenses sold for all user accounts created by the customer under the same company account, for the first year of license as well as for subsequent years, are eligible to earn a referral fee.

4. Referral Fee Schedule

During each calendar month, you will earn, subject to the other terms of this Agreement, 50% of Qualifying Revenues.

5. Referral Fee Payment

We will pay you referral fees on a monthly basis for Qualifying Revenues sold in the applicable month. You will provide your Paypal account email to us during your enrollment in the Program. Failure to do so will result in rejection of your application. Approximately 30 days following the end of each calendar month, we will make payments to your Paypal account for the referral fees earned. We will not make payments through any other means than Paypal. Your participation in the Program constitutes your specific and unconditional consent to receive payments exclusively through your Paypal account.

We will accrue and withhold referral fees until the total amount due is at least $100.00.

6. Policies and Pricing

Customers who buy licenses through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product 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 licenses sold under this Program in accordance with our own pricing policies. Because of price changes, you may not include price information concerning Upvise licenses on your site.

7. Identifying Yourself as an Affiliate

We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with Upvise" somewhere on your site. We may modify the text or graphic image of this notice from time to time.

8. Limited License

We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 7 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 sales. You may use such image or text in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document). 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.

9. Responsibility for Your Site

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
- ensuring the display of links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site) - creating and posting descriptions on your site and linking those descriptions to the Upvise Site
- the accuracy and appropriateness of materials posted on your site
- 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
- ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
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.

10. Compliance with Laws

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

11. Term of the Agreement

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 the Upvise Site, and all of our 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 Qualifying Revenues for sales 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.

12. Modification

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 the Upvise 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 OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE UPVISE SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13. 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.

14. Limitation of Liability

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.

15. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products 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 the Upvise Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

16. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ 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 PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

17. Miscellaneous

This Agreement will be governed by the laws of Singapore, 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.