PlaybookIQ Affiliate Agreement

February 19, 2010 

This PlaybookIQ Affiliate Agreement (Agreement) sets forth the complete terms and conditions that apply to your participation in the PlaybookIQ Affiliate Program (Program).  This agreement is made between you, the Affiliate, and, us, Synap Software, LLC, developers of PlaybookIQ.  By applying for Affiliate status, you agree to the terms and conditions of this Agreement. We reserve the right, at any time, to modify the terms and conditions of this Agreement and modifications shall become effective immediately upon being posted at PlaybookIQ.com. Your continued participation in the Program constitutes an acknowledgment and acceptance of the Agreement and its modifications. Violation of the terms and conditions of this Agreement may result in termination. 

A.  Enrollment

To enroll in the Program, you must read and agree to the terms and conditions of this Agreement and complete and submit the PlaybookIQ Affiliate Application (Application).  We will evaluate your Application and notify you of its acceptance or rejection.  We may reject your application at our sole discretion for any reason. 

B.  Links on Your Site and/or Referral Code

Once your Application has been approved, we will provide a URL (Qualifying Link) that links to the PlaybookIQ website (Our Site). The position, prominence and nature of links on your site shall comply with the terms and conditions of this Agreement, but otherwise will be in your discretion  

C.  Referral Requirements  

In order to receive PlaybookIQ Affiliate Referral Fees (Referral Fees), the individual or entity referred by you must become a Paid PlaybookIQ Referred Subscriber (Paid Referred Subscriber).  To become a Paid Referred Subscriber, the individual or entity referred by you must:  

• enter Our Site via the Qualifying Link and sign up for a PlaybookIQ Trial Account (Trial Account) during that session, and
• convert said Trial Account to a Paid PlaybookIQ Account during or within five (5) days of the end of their Trial Account period. 

A session ends when the individual or entity referred by you closes their web browser, navigates away from Our Site, or otherwise leaves Our Site without signing up for a Trial Account.  If the individual or entity referred by you leaves Our Site, comes back later on their own, and then signs up for a Trial Account or Paid Account, you will not earn a Referral Fee.   

We may, on a case-by-case basis, extend the Trial Account period at our discretion.  Any extension in the Trial Account period does not affect your right to receive Referral Fees if the individual or entity referred by you converts their Trial Account to a Paid Account as stated above.   

Email, telephone, or other notification other than a Qualifying Link of an individual or entity referred by you will not be accepted and Referral Fees will not be paid.   

D.  Affiliate Referral Fee Structure

   1. Monthly Subscription Plan Referral Fee Structure

   For each Paid Referred Subscriber who subscribes to a PlaybookIQ Monthly Plan (Monthly Plan), you will receive a Referral Fee equal to 50% of the first month paid subscription and a 15% (fifteen percent) Residual Fee for every succeeding month after the first month that the Paid Referred Subscriber maintains their Paid Account.  The Referral Fee and Residual Fee paid for a Monthly Plan will be based upon the actual monthly amount paid to us by the Paid Referred Subscriber.  Referral Fees will not be paid until the amount due is at or above $50.   

The Referral Fee percentage and/or Residual Fee percentage paid for a Paid Referred Subscriber on a Monthly Plan may change at any time at our discretion.  We will notify you at least thirty (30) days in advance of any such change.  If a change is made, Paid Referred Subscribers established before the change will be paid under the old percentage fee structure, and Paid Referred Subscribers established after the change will be paid under the new percentage fee structure.   

If a Paid Referred Subscriber with a Monthly Plan later opts for an Annual Plan, you will be paid Residual Fees according to the Annual Plan Residual Fees listed below.     

Monthly Plan prices are set at our sole discretion and may change at any time.  Changes in Monthly Plan pricing may change the amount of Referral Fees and/or Residual Fees due to you.  Referral Fees and Residual Fees paid for a Monthly Plan will be based upon the actual monthly amount paid to us by the Paid Referred Subscriber.   

We reserve the right to negotiate Monthly Plan prices with any Paid Referred Subscriber.  Negotiated Monthly Plan prices may be more or less than published plan prices.  Referral Fees and Residual Fees paid for a Monthly Plan are based on the actual monthly amount paid to us by the Paid Referred Subscriber.   

We do not pay Referral Fees on Accounts owned by you.   

   2. Annual Subscription Plan Referral Fee Structure

   For each Paid Referred Subscriber who subscribes to a PlaybookIQ Annual Plan (Annual Plan), you will receive a Referral Fee equal to 20% (twenty percent) of the annual paid subscription The Referral Fee paid for an Annual Plan will be based upon the actual amount paid to us by the Paid Referred Subscriber.  Referral Fees and Residual Fees will not be paid until the amount due is at or above $50.   

You will continue to receive an annual Referral Fee of 20% as long as the Paid Referred Subscriber continues to renew their Annual Account.  If a Paid Referred Subscriber with an Annual Account opts for a Monthly Plan after their Annual Plan has expired, you will be paid Residual Fees according to the Monthly Plan Referral Fees listed above.   

The Referral Fee paid for a Paid Referred Subscriber on an Annual Plan may change at any time at our discretion.  We will notify you at least thirty (30) days in advance of any such change.  If a change is made, Paid Subscriber Accounts established before the change will be paid under the old fee structure, and Paid Subscriber Accounts established after the change will be paid under the new fee structure.   
 

Annual Plan prices are set at our sole discretion and may change at any time.  Changes in Annual Plan prices may change the amount of Referral Fees due to you.  Referral Fees paid for an Annual Plan will be based upon the actual monthly amount paid to us by the Paid Referred Subscriber.   

We reserve the right to negotiate Annual Plan prices with any Paid Referred Subscriber.  Negotiated Annual Plan prices may be more or less than published plan prices.  Referral Fees and Residual Fees paid for an Annual Plan are based on the actual monthly amount paid to us by the Paid Referred Subscriber.   

We do not pay Referral Fees on Accounts owned by you.   

E. Payment

Referral Fees and Residual Fees will be paid the following month they are earned.  Referral Fees and Residual Fees will not be paid until the amount due is at or above $50.  All Referral Fees and Residual Fees are paid though PayPal.  You must have a PayPal account in order to receive Referral Fees and Residual Fees.  You must provide any information regarding your PayPal account that is necessary for us to deposit Referral Fees and Residual Fees into your PayPal account.  If you do not have a PayPal account, when you establish a PayPal account you can receive earned Referral and Residual Fees.  We cannot pay Referral Fees or Residual Fees by cash, check or credit card.   

F. Your responsibilities

You are responsible for the maintenance, development and operation of your site. 

Your site cannot:

• promote illegal activities, violence, discrimination, or sexually explicit materials;
• engage or promote spamming;
• violate intellectual property laws, including copyright, trademark, trade dress, or other laws;
• contain misleading or false information;
• link to other sites engaging or containing any of the aforementioned content; or
• engage in any other activity deemed by us, at our sole discretion, to be inappropriate, misleading, or false.

You are responsible for any expenses incurred by you in maintaining, developing, or operating your site.  Any costs incurred in establishing the Qualifying Link or otherwise referring PlaybookIQ is yours and will not be paid for by us.  
 

G.  Relationship of the Parties

Nothing in this Agreement creates a partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.  You have no authority to make or accept any offers or make any representations on our behalf.  You will not make any statement on your site or otherwise, that would contradict anything in this section.  
 

H.  Termination

Either party may terminate this Agreement for any reason by written notice of the termination to the other party.  An electronic mail to the last known electronic mail address shall constitute written notice.  If you terminate this Agreement, you will be entitled to Referral Fees and Residual Fees due to you up to the date of termination, unless the termination is due to a violation on your part of this Agreement.  If we terminate this Agreement, you will be entitled to Referral Fees and Residual Fees for Paid Referred Subscribers for a period of 3 (three) months following the termination date, unless the termination is due to a violation on your part of this Agreement.  Any violation of this Agreement on your part may result, at our sole discretion, in the immediate termination of this Agreement and forfeiture of any and all future Referral Fees or Residual Fees.   

Nothing in this Agreement prevents us from selling or otherwise assigning or transferring PlaybookIQ and/or this Agreement to a third party.  

I.  Intellectual Property & License

Each party owns and retains all rights, title and interest in their names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology.  For the duration of this Agreement, we grant you a revocable, non-exclusive, license to use, reproduce and transmit the name, logos, trademarks and service marks of PlaybookIQ on your site for the purpose of promoting PlaybookIQ and creating a Qualifying Link. Upon termination of this Agreement by either party, this license is revoked.  Use of the above reference materials on your website for purposes other than those stated in this Agreement is strictly prohibited.  You may not sublicense, assign, or transfer this license. 

J. Limitation of Liability

WE ARE NOT LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE UNDER THIS AGREEMENT WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE AGGREGATE AMOUNT OF ANY DAMAGES SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. 

I.  Disclaimer of Warranties

WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO OUR AFFILIATE PROGRAM OR PLAYBOOKIQ, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WE DO NOT WARRANT THAT THE OPERATON OF PLAYBOOKIQ WILL BE UNINTERRUPTED OR ERROR FREE OR CONTINUES INDEFINITELY.   

K.  Arbitration and Governing Jurisdiction

In the event a dispute shall arise between the parties to this Agreement, the dispute shall be referred to the American Arbitration Association for arbitration in accordance with the applicable United States Arbitration and Mediation Rules of Arbitration. The arbitrator's decision shall be final and legally binding and judgment may be entered thereon. Each party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration.   

Synap Software, LLC, is organized under the laws of the State of Colorado, and the laws therein shall govern this Agreement.   Accordingly, if you choose to enter into our Affiliate Program, you agree to do so subject to the jurisdiction and internal laws of the State of Colorado.  
 

L.  Other Terms

This Agreement applies only to PlaybookIQ.  It does not apply to other products or services that Synap Software develops, provides, supplies, sells or otherwise distributes. 

This Agreement is not exclusive and we may solicit or offer similar Agreements to others, including potential competitors of yours.  

Our failure to exercise or enforce any right or provision this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.