To begin the enrollment process, you will submit a complete Program application via the http://www.qc123.com site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program.

SUITABLE SITES INCLUDE THOSE THAT:

In this regard, you understand that we reserve the right to conclude that your Site is unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have been accepted despite having the same or similar characteristics as your Site. You also understand that if we accept your application, such acceptance shall not imply that your Site does not meet one or more of the criteria that would have permitted us to reject your application. If we reject your application, you are welcome to reapply to the Program at any time.

By accepting the E-Commerce Exchange Affiliate Agreement you also agree not to promote your affiliate website through any of the following means.

E-Commerce Exchange considers the above practices to constitute abuse of its service and of the recipients of such unsolicited mailings and/or postings, who often bear the expense. Therefore, these practices are prohibited by the terms and conditions of the services offered by E-Commerce Exchange. Engaging in one or more of these practices may result in:

NOTE: This Anti-Spam Policy is based on the Anti-Spam Policy of our Internet Service Provider. E-Commerce Exchange will immediately notify authorities of any actions taken in regard to this Anti-Spam Policy. E-Commerce Exchange reserves the right to implement any and all of the above actions as it may deem appropriate at any time, without limitation, in regard to upholding this Anti-Spam Policy. However, by not implementing a specific action, E-Commerce Exchange is not implying consent, lack of wrongdoing by the offender, nor limiting its response in the future. Nothing contained in this policy shall be construed to limit the actions or remedies of E-Commerce Exchange in any way concerning the foregoing activities.

For every customer who purchases the combination Merchant Account / QuickCommerce package or other related payment transaction products, E-Commerce Exchange will pay your company a referral fee.

Subject to the terms and conditions set forth below, we shall be the sole and exclusive provider of products of services the same or similar to the Qualifying Products appearing on your Site or in any materials to promote your Site. You agree that you will not, directly or indirectly, promote or sell services or allow any other person or entity to promote or sell services the same as or similar to the Qualifying Products on your Site or link their web site to yours in connection with the promotion or sale of services the same or similar to the Qualifying Products.

You will earn referral fees based on the sale price of Qualifying Products, according to fee schedules to be established by us. The retail price for E-Commerce Exchange products and services can be up to $3000 or more which can be financed with flexible terms.

In addition, you earn referral fees for each qualifying product sold by any affiliate that became an affiliate as a result of signing up for the affiliate program directly through the qualified link on your QuickCommerce Affiliate website. If a new affiliate signs up through your site for the affiliate program, then for each qualifying product sold by that affiliate you will recieve a one-time payment of $50.00. This payment applies only to each qualifying product sold from affiliates that sign up directly through your site. This fee does not apply to any of the qualifying product sold by affiliates that sign up through an affiliate that signed up through your site.

We will pay you referral fees on a bi-monthly basis. We will send you a check for the referral fees earned on products that were funded during that pay period, less any taxes that we are required by law to withhold. If a product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next payment. If there is no subsequent payment, we will send you a bill for the fee. The Program is intended for commercial use only, and you may not purchase services through the Program for your own use. Such purchases may result, in our sole discretion, in the withholding of referral fees or the termination of this Agreement. You agree not to utilize spam (unsolicited e-mail) to advertise our services. If we believe that you are spamming and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded, we can terminate this Agreement immediately and you will forfeit all pending referral fees. Payments made to you will be reported on Form 1099 as required by law.

Customers who buy products through this Program will be deemed to be customers of E-Commerce Exchange. Accordingly, all E-Commerce Exchange 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 products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

We will make available to you a banner image that identifies your site as a Program participant. You must display this logo or the phrase "In association with E-Commerce Exchange" somewhere on your site.

We may modify the text or graphic image of this notice from time to time. In addition, we encourage (but do not require) you to include a link to your E-Commerce Exchange affiliate site located at:

We grant you a nonexclusive, revocable right to use the icon and message described in Section 7 and such other 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 not modify the icon, the message, or any of our images in any way. We reserve all of our rights in the icon, the message, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those may change from time to time. We may revoke your license at any time by giving you written notice.

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:

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.

The terms 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. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term, and 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.

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process.

You hereby agree to indemnify and hold harmless E-Commerce Exchange, LLC, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the your trademark(s) infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) the development, operation, maintenance and content of your Site and products and services offered from your Site, or (iv) any claim related to your Site, including, without limitation, content therein not attributable to us.

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 our site. Modifications may include, for example, changes in the scope of available referral fees, 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 OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

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.

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.

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 our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

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.

You agree not to distribute or sell customer personal information (name, address, telephone number, e-mail address, etc.) from individuals who visit your QuickCommerce Affiliate website. All information generated from QuickCommerce Affiliate sites is the exclusive property of E-Commerce Exchange.

This Agreement will be governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Orange County, California, and you irrevocably consent to the jurisdiction of such courts. 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 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.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.