This Agreement is entered into between Creativity Software Ltd. and you, the "Applicant", and, along with the documents referenced herein, contains the complete terms and conditions that apply to the Applicant's participation in the Creativity Software Affiliate Program ("Program"). As used in this Agreement, "site" means a World Wide Web site and, depending on the context, refers either to www.RoughGuidesMobile.com or more sites now or hereafter owned by Creativity Software (collectively, "Creativity Software sites").
1. Term of the Agreement
This Agreement is effective upon its execution by Creativity Software and Applicant and will continue unless terminated by either party pursuant to Section 3.
2. Limited License
Upon execution of this Agreement by both parties, Creativity Software will grant Applicant a limited, nonexclusive, and non-transferable license to use specific graphic images and text delivered to Applicant pursuant to Sections 4 and 10 below, in the exact form as specified by Creativity Software and solely for the purpose of identifying Applicant's site as a Program participant and to assist in generating product sales. This license will automatically terminate upon the termination of this Agreement.
Applicant may not modify the graphic image or text, or any other of Creativity Software's images, in any way without prior written permission from Creativity Software. Creativity Software reserves all of its intellectual property rights not expressly conveyed herein.
3. Termination
Either Applicant or Creativity Software may terminate this Agreement at any time, without cause, by giving the other party written notice. Such termination will be effective upon receipt.
Applicant must, within 48 hours of this Agreement's termination, cease use of, and remove from Applicant's site, all links to Creativity Software sites, all Creativity Software trademarks, trade dress and logos, and all other materials provided by or on behalf of Creativity Software to Applicant pursuant hereto or in connection with the Program. Affiliate fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. Creativity Software may withhold Applicant's final payment for a reasonable time to ensure that the correct amount is paid.
4. Links on Applicant's Site
Once Applicant has received written approval to participate in the Program, Applicant may provide on Applicant's site one or more of the following types of links to one or more Creativity Software sites:

• General link to Creativity Software: Applicant may provide a general link on Applicant's site to Creativity Software. After the execution of this Agreement, Creativity Software will promptly provide Applicant with graphical artwork, which may include Creativity Software's proprietary logo or trademark, to use in linking to one or more Creativity Software sites. This artwork may be found at www.RoughGuidesMobile.com/affiliates
• Product links: Applicant may select one or more Products to list on Applicant's site. A "Product" is any software product listed on Creativity Software. For each selected Product, Applicant may display on Applicant's site a short description, review, or other reference. Applicant will provide a Special Link (as defined below) from Product references on Applicant's site to the corresponding online catalogue entry in the Creativity Software sites. Any such link will connect directly to the item in the relevant Creativity Software online catalogue.

To permit accurate tracking, reporting, and affiliate fee accrual, Creativity Software will provide Applicant with special "tagged" link formats to be used in all links between Applicant's site and Creativity Software sites. Applicant must ensure that each of the links between Applicant's site and Creativity Software properly utilises such special link formats. Links to Creativity Software placed on Applicant's site pursuant to this Agreement and which properly utilise such special link formats are referred to as "Special Links." Applicant will only earn affiliate fees with respect to activity on Creativity Software sites occurring directly through Special Links. Creativity Software will not be liable for Applicant's failure to use Special Links, even if such failure reduces the amount which would otherwise be paid to Applicant pursuant to this Agreement.
5. Processing Customer Orders
Creativity Software will process product orders placed by customers who follow Special Links from Applicant's site to Creativity Software sites. Creativity Software will be responsible for all aspects of order processing and fulfilment, which will include processing: orders, payments, cancellations, and returns. Creativity Software will track purchases made by customers using Special Links from Applicant's site.
6. Affiliate Fees
To be eligible for an affiliate fee, a purchase must: directly occur through a Special Link from Applicant's site, occur within 30 days, use Creativity Software's automated ordering system and be fully paid-for. After 30 days, Creativity Software will not pay affiliate fees on any Products that are added to a customer's Shopping Cart after the customer has re-entered Creativity Software sites (other than through a Special Link), even if the customer previously reached Creativity Software sites via a link from Applicant's site. Product sales that are eligible for referral fees are "Qualifying Sales."
Creativity Software will provide Applicant with an annual verified report summarizing the Qualifying Sales activities. Applicant agrees to forego and relinquish any rights, which it may have to audit Creativity Software's records.
7. Affiliate Fee Schedule
Applicant will earn affiliate fees based on qualifying revenues according to Creativity Software's affiliate fee schedules, which may change from time to time. "Qualifying Revenues" are revenues derived from Qualifying Sales, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, and bad debt. Under the current schedule, the affiliate fee is 40% of Qualifying Revenues from each Qualifying Sale.
8. Affiliate Fee Payment
Affiliate fees are paid on a quarterly basis. Approximately 30 days following the end of each calendar quarter, Creativity Software will send Applicant a check for the affiliate fees earned in the previous quarter, less any taxes that Creativity Software is required by law to withhold. However, if the affiliate fee payable to an Applicant residing in the European Union for any calendar quarter is less than €50.00, Creativity Software will hold those affiliate fees until the total due exceeds €50.00 or until this Agreement terminates, whichever is earlier. If the affiliate fee payable to an Applicant residing outside the European Union for any calendar quarter is less than €100.00, Creativity Software will hold those affiliate fees until the total due exceeds €100.00 or until this Agreement terminates, whichever is earlier. For returned products, Creativity Software will deduct the corresponding affiliate fee from Applicant's next quarterly payment. If no subsequent payment is due, Applicant will be billed for the affiliate fee.
If Applicant disputes or has any objections concerning the amount of affiliate fees paid, Applicant must not deposit or otherwise cash the check and, within 30 days of its receipt of the affiliate fee check, submit all objections in writing. Depositing or cashing the affiliate fee check by Applicant or failure by Applicant to object within the 30 day period will constitute Applicant's unconditional acceptance of the propriety of the affiliate fee in all respects.
9. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of Creativity Software. Accordingly, all Creativity Software rules, policies, and operating procedures concerning pricing, customer orders, customer service, and product sales will apply. Product prices and availability may vary from time to time. Because price changes may affect products listed on Applicant's site, Applicant cannot include price information in Applicant's product descriptions.
10. Identifying Applicant as an Affiliate
Creativity Software will make available to Applicant a graphic image that identifies Applicant's site as a Program participant. Applicant must display this logo, the phrase "In association with Creativity Software," or any other phrase that identifies Applicant as an affiliate, in a mutually acceptable fashion on Applicant's site. Applicant must modify the text or graphic image of this notice with updates that Creativity Software may periodically provide. Applicant may not make any press release with respect to this Agreement or Applicant's participation in the Program without Creativity Software's prior written consent, which may be withheld at Creativity Software's sole discretion.
11. Responsibility for Applicant's Site
Applicant bears sole responsibility for the development, operation, and maintenance of Applicant's site and for all materials that appear on Applicant's site. Applicant's responsibilities include, but are not limited to:

• The technical operation of Applicant's site and all related equipment
• The accuracy and appropriateness of materials posted on Applicant's site (including, among other things, all Product-related materials)
• Ensuring that materials posted on Applicant's 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 Applicant's site are not libellous or otherwise illegal

12. Modification
Creativity Software may, at its sole discretion, modify any of the terms and conditions contained in this Agreement by providing Applicant with written notice of the change. Modifications may include, for example, changes in the scope of available affiliate fees, affiliate fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO APPLICANT, APPLICANT'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. APPLICANT'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING A CHANGE NOTICE OR NEW AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of Parties
Applicant and Creativity Software are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, representative, or employment relationship between the parties. Neither party has any authority to make or accept any offers or representations on the other's behalf. Neither party may make any statement that would contradict anything in this Section.
14. Limitation of Liability
Creativity Software is not liable to Applicant 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 Creativity Software has been advised of the possibility of such damages. Further, Creativity Software's aggregate liability arising with respect to this Agreement and the Program must not exceed the total affiliate fees payable to Applicant under this Agreement.
15. Disclaimers
CREATIVITY SOFTWARE MAKES NO REPRESENTATION THAT THE OPERATION OF CREATIVITY SOFTWARE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, AND CREATIVITY SOFTWARE IS NOT LIABLE TO APPLICANT FOR ANY INTERRUPTIONS OR ERRORS.
CREATIVITY SOFTWARE EXPRESSLY DISCLAIMS WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT.
16. Independent Investigation
APPLICANT HAS CAREFULLY READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. APPLICANT UNDERSTANDS THAT CREATIVITY SOFTWARE 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 APPLICANT'S WEB SITE. APPLICANT HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
17. Indemnification
Applicant shall defend, indemnify, and hold harmless Creativity Software and its directors, officers, parent company, subsidiaries, shareholders, and employees, from any and all liability, costs and expenses (including, without limitation, attorneys' fees) arising in connection with any claim or action that relates to the development, operation, maintenance, or contents of Applicant's site.
18. Choice of Law/Venue
This Agreement, the rights and obligations of the parties, and any claims or disputes between the parties are governed by the laws of the United Kingdom without reference to conflict of law principles. All disputes arising out of or relating to this Agreement must be submitted to the jurisdiction of the United Kingdom, and each party irrevocably consents to such personal jurisdiction and waives all objections thereto.
19. Assignment
Neither party shall have the right to assign this Agreement without the prior written consent of the other party; provided that either party shall have the right to assign this Agreement to any person or entity that acquires or succeeds to all or substantially all of such party's business or assets upon written notice to the other party.
20. Miscellaneous
Section headings contained in this Agreement are inserted for convenience or reference only and must not in any way define or affect the meaning, construction or scope of any of the provisions hereof.
Sections 13-15, 17, and 18 will survive the termination of this Agreement.
If any provision of this Agreement is not enforceable in whole or in part, the remaining provisions of this Agreement will not be affected. No failure or delay in exercising any right, power or privilege under this Agreement will operate as a waiver of it, nor will any single or partial exercise of such right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege under this Agreement.
This Agreement, along with the documents referenced herein, constitutes the complete and exclusive understanding of the parties with reference to the subject matter herein and supersedes all prior negotiations, agreements and other representations or communications, whether oral or written. This Agreement may be modified, each party.