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TERMS AND CONDITIONS – last revision date: January 23, 2005

UPON CLICKING THE ACCEPT BUTTON BELOW YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AND ACCESS AGREEMENT FOR LICENSEES.  
This License and Access Agreement is by and between Decentrix, Inc., a Delaware corporation with its principal place of business at 1200 17th Street, Suite 500, Denver, Colorado 80202 USA, ("Decentrix") and You ("Licensee").  Decentrix and Licensee are also referred to herein collectively as the "Parties" and each individually as a "Party."  
WHEREAS, Decentrix is the provider of AffTraq (also called AffTrac) an Affiliate Tracking Program licensed to Affiliate Program Providers as an ASP (Application Service Provider) application; and
WHEREAS, Licensee is a business that wishes to be a Licensee of Decentrix's AffTraq Affiliate Tracking Program;
NOW, THEREFORE, in consideration of the mutual agreements set forth herein, Decentrix and Licensee hereby agree as follows.

1.	DEFINITIONS
	Each term defined in the body of this Agreement will have the meaning attributed to it.  In addition, each term defined in this section will have the meaning set forth below.  
1.1.	Agreement means this License and Access Agreement for Licensees, including all addenda, amendments, exhibits, schedules and the like hereto. This Agreement states the terms and conditions on which Decentrix offers to license AffTraq and the accompanying on-line read-me and help files (the "Documentation") including, but not limited to, the executable programs, drivers, libraries and data files associated with the Program.
1.2.  	AffTraq is the Affiliate Tracking Program provided by Decentrix.
1.3.  	Affiliates are registered members of the Licensees Affiliate Program.
1.4.	Enhancements means updates or revisions to Licensed Materials that Decentrix creates or has created in its sole discretion for general access and utilization by its clientele for no additional fees. 
1.5.	Hosted Service refers to Decentrix's provision of the server(s), as well as the other necessary bandwidth, equipment, facilities and storage space, on which Registration Page and Licensed Materials reside and are accessible via the Internet. 
1.6.	Internet refers to a physical network of communication tools that is not controlled, maintained or provided by Decentrix.  Licensee acknowledges and agrees that when using the Internet, Licensee may encounter content, that the availability, legality, performance, reliability and other aspects of the Internet and resources accessed through the Internet are beyond Decentrix's reasonable control and are not warranted or supported by Decentrix in any way; and that safeguards relative to copyright, trademark and other intellectual property rights and the appropriateness, integrity, legality, reliability and security of content encountered via the Internet may be entirely lacking.  Therefore, Licensee assumes all risk and liability associated with any use of the Internet by it in connection with this Agreement.
1.7.	Licensed Materials are Confidential Information of Decentrix and include Software identified as AffTraq in Exhibit A hereto as licensed hereunder, including any custom code or other specialization that may be provided to Licensee by Decentrix hereunder; all documentation and/or marketing materials procured hereunder regardless of whether such contain Licensee Mark(s); all Content provided hereunder; and all Enhancements to, compilations of and derivative works from any of the foregoing.  Licensed Materials are protected under applicable copyright law, including as a collective work, as well as under other applicable laws of the United States of America and other jurisdictions in which Decentrix conducts business.
1.8.	Registration Page means the web page or pages built using Licensed Materials and information provided by Licensee in order to register Licensee and register affiliates to Licensees affiliate program.  The Registration Page will state that it is "Powered by Decentrix" in a form and manner prescribed by Decentrix, as such may be revised by Decentrix in its sole discretion from time to time, and contain small Decentrix Mark(s).
1.9.	Services are consulting services provided by Decentrix to Licensee as further described in this Agreement, as well as in any amendment to this Agreement.
1.10.	Software means the Decentrix AffTraq applications licensed hereunder according to Exhibit A hereto, as well as according to any amendment to this Agreement.
1.11.	Technical Assistance refers to the ongoing support provided by Decentrix according to Exhibit B. 
1.12.	Term refers to the term of this Agreement, which commences on the Effective Date and continues in effect on a month to month basis subject to the timely payment of the initial startup fee and the monthly license fee.
1.13 	Initial Fees means those startup fees charged to Licensee for Licensed Materials.
1.14 	Monthly System Fees means those ongoing monthly fees charged to Licensee for the ongoing use of Licensed Materials.

2. 	 LICENSE GRANTS
2.1.	By Decentrix.  Subject to the terms and conditions of this Agreement, Decentrix hereby grants to Licensee a limited, non-assignable, non-exclusive, non-transferable, revocable license to access Hosted Service via the Internet and to publicly display and demonstrate Licensed Materials, and all Enhancements thereto, solely to recruit and register such Affiliates to Licensee' AffTraq Affiliate Program through Registration Page during Term.
2.1.1.	Hosting.  Decentrix will provide the Hosted Service.  Decentrix can, in its sole discretion, cancel, suspend or modify the account of any Licensee or Affiliate, provided that Decentrix uses commercially reasonable judgment and good faith in the exercise of such discretion. Licensee can also, it its sole discretion cancel, suspend or modify any Affiliate.
2.1.2.	Limitations.  Except as expressly permitted by this Agreement, Licensee will not decompile, disassemble, modify, translate or otherwise attempt to alter or create derivative works from Licensed Materials, nor will Licensee authorize or cause any third party to do the same.  Licensee will not remove any Decentrix Mark(s) or any other Decentrix proprietary marking or notice placed upon or contained within Licensed Materials.

3.	OBLIGATIONS OF THE PARTIES
3.1.	Decentrix's Obligations.
3.1.1	Provide Registration Page for Affiliates to sign up to the Licensee' Affiliate Program.
3.1.2.	Provide Technical Assistance according to Exhibit B. 
3.1.3.	Upon receipt of notification from Licensee of a material defect in Software that Decentrix technical staff can re-create, use its commercially reasonable efforts to repair or correct such documented material defect in Software 
3.2.	Licensee's Obligations.
3.2.1.	Maintenance of an active, well-trained affiliate administrative person(s) capable of managing Affiliates, providing Affiliate support and performing Licensee' obligations under this Agreement.
3.2.2.	Not to make any false or misleading statements or any representation or warranty that is contrary to Decentrix's own express representations and warranties, to any person or entity regarding Decentrix or any Licensed Materials, Services or other matter governed by this Agreement.
3.2.3.	To conduct business in a manner that reflects favorably at all times on Hosted Service, Licensed Materials and goodwill and reputation of Decentrix.
3.2.5.	To provide account management support to Affiliates including such other obligations as the payment of Affiliate commissions.
3.2.6	Not provide or otherwise have published on Registration Page or Affiliate sites any content that is unsuitable for any reason, including by way of example and not limitation, images or materials that adversely affect the availability of Hosted Service and/or Licensed Materials; images or materials that contain any virus, worm or other harmful component or corrupted data; and images or material that are defamatory, harassing, harmful, obscene, threatening, unlawful or racially, ethically or otherwise objectionable, such as web sites that facilitate or promote discrimination (whether based on age, disability, gender, nationality, race, religion or sexual orientation), distribution of sexually explicit images, illegal activity (including infringement of any intellectual property rights), overthrow of any government and violence. 
3.2.6	Decentrix has a zero tolerance for SPAM. Any Licensee supporting SPAMMING by Affiliates will be terminated. Any Affiliates accused of SPAMMING will be immediately suspended while Decentrix, in their sole discretion determines the validity of the complaint.

4.	PAYMENT TERMS
4.1.	Licensee' Payments. 
4.1.1.	Payment of Invoices.  All charges billed to Licensee are due upon receipt of the invoice.  An invoice delivered by facsimile machine or other electronic means will have the same effect as an original.  All balances past due will be subject to an eighteen (18) percent annual finance charge, and Decentrix will have the option to deactivate Licensee' AffTraq service until such past due payments are received.  Licensee payment obligations under this Agreement are not abated, affected or suspended due to any lack of access, in whole or part, to Hosted Service or Licensed Materials, regardless of the cause of such lack of access.
4.1.2.	Taxes.  The amounts payable by Licensee under this Agreement do not include applicable taxes, if any and however designated, that may be levied on Licensee.  Except for U.S. and Colorado taxes on the income of Decentrix, Licensee will be responsible for all federal, state and local taxes, levies, duties and assessments pertaining to its access to, license for, marketing of and use of Hosted Service or otherwise related to this Agreement, whether such taxes are levied upon Decentrix or Licensee.

5.	ACCEPTANCE AND TERMINATION
5.1.	Acceptance.  Licensee in clicking the 'accept' button acknowledges acceptance of these Terms and Conditions and This License and Access Agreement.  
5.2	Termination. This Agreement may be terminated as follows.
5.2.1.	By Decentrix upon failure by Licensee to pay Initial Fee or Monthly Fees as invoiced.
5.2.2.	 Either Party may terminate this Agreement at any time by providing written notice to the other Party and giving 30 days notice.
5.3.	Effect of Termination.  Notwithstanding anything herein to the contrary, the following will occur upon termination of this Agreement for any reason.
5.3.1.	Licensee will promptly make all payments that are due and owing to Decentrix.
5.3.2.	Upon Termination, Licensee will either destroy (or permanently erase) all copies of Licensed Materials, or return the original Licensed Materials to Decentrix, together with any other material Licensee received from Decentrix in connection with the License. 
5.3.3.	All terms which by their nature are intended to survive termination of this Agreement will so survive.

6.	OWNERSHIP AND CONFIDENTIALITY
6.1.	Ownership.  The Parties acknowledge and agree that Decentrix is the owner of all interests, rights and title in its Licensed Materials, Decentrix's Licensed Materials contains valuable proprietary rights (including trade secrets) that Decentrix also owns.
6.2.	Confidentiality.  Neither Party nor its affiliated entities nor any advisor, agent, contractor, employee or officer of it or its affiliated entities will disclose Confidential Information, or cause Confidential Information to be disclosed, to any third party, except with the prior written consent of the other Party.
6.2.1.	The Parties may use Confidential Information only for the stated purposes set forth in this Agreement.
6.2.2.	Confidential Information will not include information, including without limit ideas, concepts, know-how, techniques and methodologies, that is (a) previously known to the other Party, (b) independently developed by the other Party, (c) acquired by the other Party from a third party which is not, to the other Party's knowledge, under an obligation not to disclose such information or (d) which is or becomes publicly available through no breach of a confidentiality obligation.
6.2.3.	In the event either Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information, or is otherwise required by applicable law to disclose Confidential Information, such Party will notify the other Party of such receipt in order to allow the other Party an opportunity to prevent disclosure of Confidential Information and such Party will thereafter be entitled to comply with such subpoena or other process to the extent required by law.

7.	DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
	Disclaimer of Warranties.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, DECENTRIX HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING BY WAY OF EXAMPLE AND NOT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  Decentrix does not make any representations or warranties that access to Hosted Service will be uninterrupted or error-free, or as to the results to be obtained from access to Hosted Service and utilization of Licensed Materials.  Licensee' access to Hosted Service is provided on an AS IS and AVAILABLE" basis.

8.	LIMITATION OF LIABILITY
8.1. 	No Indirect Damages.  In no event will Decentrix be liable to any party for any consequential incidental, punitive or special damages whatsoever, including business interruption and loss of or injury to data, opportunities, profits, reputation or revenues, whether arising in contract, tort or otherwise, even if Decentrix has been advised of the possibility of such damages.  In no event will Decentrix be liable in any manner for any damage to any computer, modem, software, telephone or other property resulting from Licensee' or Licensee' Affiliates access to Hosted Service.  The limitations set forth here will apply even if remedies such as error correction, reperformance of Services and refund of fees completely fail of their essential purpose.
8.2. 	Limit of Direct Damages.  Except as expressly provided in Section 9 above, the limit of Decentrix' liability, whether in contract, tort, negligence, strict liability, by statute or otherwise, to Licensee or to any third party concerning Decentrix' performance or non-performance, or in any other manner related to this Agreement, for any and all claims will not in the aggregate exceed the total amounts Licensee paid to Decentrix for access to Hosted Service, utilization of Licensed Materials and any Services provided to Licensee hereunder during the one (1) month period immediately preceding the date on which the liability first arose.  
8.3.	No Liability for Lack of Access.  In no event will Decentrix be liable in any way whatsoever for the inability of any party to access Hosted Service due to failure of the Internet, failure of an Internet Service Provider (IPS), the form and/or the equipment associated with access to the Internet (including without limit electronic and mechanical equipment and telephone and other interconnect methods and problems associated therewith), personal computer(s) (including without limit configurations and incompatibility and issues associated therewith), unauthorized access and utilization, operator errors, theft and force majeure-type events, bugs and viruses, Decentrix' regular maintenance program, Decentrix' repairs due to system failure and other such reasonable causes of such lack of access. 
8.4. 	Denial and Reactivation of Access to Registration Page.  Licensee acknowledges and agrees that Decentrix may deny Licensee and any other Internet users access to AffTraq in the event Licensee is in material breach of this Agreement, including material non-payment of fees, or upon termination for any reason of this Agreement.  In the event of such denial of access, Licensee acknowledges and agrees that it will bear any costs associated with denial of access to, or reactivation of AffTraq, and that Decentrix will have no liability whatsoever for any outcomes caused by denial of access to, or reactivation of AffTraq.

9.	GENERAL TERMS
9.1. 	Assignment.  Neither Party may assign this Agreement without the prior written consent of the other Party, and such consent will not be unreasonably delayed or withheld.  Notwithstanding the foregoing, upon written notice to the other Party, either Party may assign this Agreement to an entity that acquires a controlling interest in its assets, whether by way of stock purchase, merger or other form of acquisition, provided that such acquiring entity is not a competitor of the other Party in the other Party's core business(es), in which case the other Party may terminate this Agreement with immediate effect at any time within the first sixty (60) days following its receipt of the requisite notice by sending written notice to the acquired Party.
9.2. 	Notice.  A notice sent by one Party to the other Party must be in writing and sent to the address listed herein.  Notice will be deemed given upon personal delivery, receipt of a facsimile confirmation or receipt of a traceable delivery (which includes by way of example and not limitation certified mail, return receipt requested and overnight delivery).  Either Party may change its address listed in this Agreement according to this section.
9.3. 	Relationship Between the Parties.  Decentrix and Licensee will not be deemed to be agents or partners of one another, and neither Decentrix nor Licensee nor will have any right or authority to assume or create any obligation or responsibility, whether express or implied, on behalf of one another, by virtue of this Agreement.  As to each other, the Parties are independent contractors, and no third party rights are expressly or impliedly granted or intended to be granted by this Agreement.
9.4. 	Press Releases.  Neither Party will make any public statement, press release or other announcement relating to this Agreement without the prior written consent of the other Party.
9.5. 	Compliance With Laws.  Each Party will comply with all applicable laws and regulations of the United States and each other governmental jurisdiction in which it conducts its business relating to this Agreement.
9.6.	Further Assurance.  Each Party must promptly, and at its own cost, do all things (including executing any documents) necessary or desirable to give full effect to this Agreement.
9.7.	Entire Understanding.  This Agreement, together with all addenda, amendments, exhibits, schedules and the like hereto, is the entire agreement and understanding between the Parties on everything connected with the subject matter of this Agreement and, therefore, supersedes any prior agreement or understanding on anything connected with such subject matter.  This Agreement constitutes a legal, valid and binding contract between the Parties and is enforceable in accordance with its terms.  This Agreement governs any and all access to Hosted Service and utilization of Licensed Materials by Licensee; Licensee access to Hosted Service and utilization of Licensed Materials is prima facie evidence of Licensee' acceptance of this Agreement.  Neither course of conduct between the Parties nor usage and trade practices will be binding on the Parties or act to modify this Agreement.
9.8.	Amendment.  This Agreement may be amended or revised from time to time by Decentrix which will replace all previous versions, and the changes will be updated in a visible location on the www.afftraq.com website.   Amendments and/or revisions may be made without notice.  It is Licensee’s responsibility to periodically check for such.
9.9.	Headings.  The headings used herein are for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any section hereof.
9.10.	Severability.  In the event any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and such provision will be automatically revised and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving the Parties' original intent to the highest degree possible.
9.11.	Force Majeure.  Neither Party will be liable for any delays or failures in performance due to circumstances beyond its control, including without limitation, acts of God, acts or omissions of carriers, governmental regulations or actions imposed after the fact, storms, fire, communication line failures, power and equipment failures, earthquakes or other disasters or events.
9.12.	Waiver.  A Party's failure or delay to exercise a power or right does not operate as a waiver of that power or right.  A waiver is not effective unless it is in writing, and then it is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.
9.13.	Governing Law and Jurisdiction.  The laws of the State of Colorado, without reference to its conflict of laws provisions, govern this Agreement.  The parties hereby submit to the exclusive jurisdiction of the state courts of Colorado or the Federal District courts for the District of Colorado, and to venue in Denver, Colorado.  The Uniform Computer Information Transactions Act, however designated, will not apply to this Agreement.  This Agreement is not an agreement for the sale of goods.  The choice of laws and jurisdiction herein will not prevent either Party from seeking equitable relief in any forum of competent jurisdiction.  In the event of a breach of this Agreement, or a violation of a Party's intellectual property rights or other cognizable equitable claim for which a Party seeks injunctive or other equitable relief, both Parties expressly waive any requirement that the Party requesting such relief post a bond as a condition for securing such relief.
9.14.	Attorney Fees.  If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party will be entitled to recover reasonable costs and attorney fees.
9.15.	Remedies.  Except as otherwise provided herein, any remedy expressly conferred hereby upon a Party will be deemed cumulative with, and not exclusive of, any other remedy conferred by virtue of this Agreement, and the exercise of a remedy by a Party will not preclude the exercise of other remedies by the same Party.

EXHIBIT A TO LICENSE AND ACCESS AGREEMENT FOR LICENSEES
Software
I.	Software is sever-based and is hosted by Decentrix.  For purposes of this Agreement, the Software licensed hereunder includes the following applications, which may be modified in an amendment to this Agreement.

Decentrix AffTraq Affiliate Tracking Program is an Affiliate management program hosted on Decentrix Servers and licensed to Affiliate Program managers.

EXHIBIT B TO LICENSE AND ACCESS AGREEMENT FOR LICENSEES
Technical Assistance
I.	Decentrix provides Technical Assistance for Software as described below.
A.	Online Technical Assistance.  Technical Assistance is available to all Decentrix clientele via a web-based service at no additional charge.  This form of Technical Assistance includes self-support information such as FAQs, as well as the ability to email questions to Decentrix.
B.	Telephone Technical Assistance.  Telephone Technical Assistance is also available for additional charges.
1.	The caller will bear all costs associated with telephone calls for Technical Assistance.
2.	Telephone Technical Assistance is available on a per incident basis:
a.	Licensee may purchase a subscription for on-going telephone Technical Assistance, or
b.	Licensee may pay for telephone Technical Assistance by the incident.
3.	Multiple telephone calls regarding the same incident will be treated as a single incident.
C.	Availability of Technical Assistance.  Technical Assistance is available Monday through Friday between 8 am and 6 pm Mountain Time, excluding major holidays.
D.	Response Time.  Decentrix responds to all requests for Technical Assistance as soon as commercially possible during its regular business hours.

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