Terms and Conditions

This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Web Link Affiliate Program (WLA) of www.womanzone.org™, and the establishment of links from your affiliate web site to our web site "Womanzone.org™". As used in this Agreement, "we", "us", "our" or www.womanzone.org™ means Kotic Investments Limited (Vanuatu), "you" or "your" means the applicant, and "product" means any and all items offered for sale by us on the Womanzone.org™ web site.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Womanzone.org.™

BY CLICKING ON THE "I AGREE" BUTTON AT THE END OF THIS WLA AGREEMENT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS WLA AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF.

1. Enrolment in the WLA Program.

To begin the enrolment process, you will submit a complete WLA Application via our web 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 (at our sole discretion) that your site is unsuitable for the WLA Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as sites that facilitate illegal activity, depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively "Content Restrictions").

2. Utilizing Our Links on Your Site.

As a Web Link Affiliate, we will make available to you, banner advertisements for our site, button links to our site and/or text links to our site, containing Womanzone.org™'s logo and words identifying Womanzone.org™ (these links sometimes being referred to herein collectively as "Links", or individually as a Link"), which, subject to the terms and conditions hereof, you may display on your site. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. All WLAs shall display such graphic images prominently throughout their site as they see fit and with our consent. You shall not alter, modify or expand the Links in any way; however, a Link may be modified and/or expanded with our written consent. Each Link connecting users of your site to our site will in no way alter the look, feel or functionality of our site. We have the right (at our sole discretion) to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

3. Order Processing.

We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. However all Links must be approved by us. We will process orders placed by customers who follow the Links from your site to the Womanzone.org™ site. We reserve the right to reject orders that do not comply with certain requirements that we periodically may establish. We will be solely responsible for all aspects of order processing and fulfilment, including order entry, payment processing, shipping and handling, cancellations, returns and related customer service. We will track the volume and amount of sales generated by your site and will make un-audited reports, summarising this sales activity, and make it available to you through our site. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted.

4. Earnings.

We will pay you an earning (as per the schedule below), on all purchases that result from the link from your website to www.womanzone.org.

- Payment = AUD $ 2.00 per sachet of WomanZone sold.
- Payment excludes bonus and promotional sachets.
- For example: 5 sachet option (pay for 4) = AUD $8.00 payment to WLA.

The Earning Rate is subject to change at any time or from time to time, and is at our sole and absolute discretion. You will be notified of any change in the Earning Rate. Earnings will also be reduced for amounts due to credit card fraud, bad debts, cancellations and credits for returned goods and bank charges. Earnings will only be paid if the visitor to our site is tracked by the system from the time of the Link to the time of the sale. No earning will be paid if the visitor to our site cannot be tracked by our system.

The above fee schedule is subject to change without notice.
The following scenarios are presented for the purpose of illustration only and we maintain the sole right to determine when and if an earning payment is due:

1. if a visitor comes to our site via a link on Site A and then later returns to our site via a link on Site B to purchase, inside 90 days, all earnings will be paid to Site A;
2. if a visitor comes to our site via a link on Site A and then later returns to our site via a link on Site B, to purchase, after more than 90 days, all earnings will be paid to Site B;
3. if a visitor comes to our site via a link on Site A, purchases nothing, and returns 90 days later directly to our site to purchase product, no earning will be paid to Site A.

Only Product that is sold as a result of a link and for which we have received full payment will qualify for earnings. For a sale to generate earnings, the customer must

- follow the Link from the WLA site to www.womanzone.org
- purchase the product or products in question using our online ordering system within 90 days of that customer's first visit
- have remitted payment in full
- have accepted delivery of the item at the shipping address.

5. Earning Payment.

We will pay you earnings on a monthly basis. Approximately 30 days following the end of each calendar month, we (or our designated bank) will send you a telegraphic transfer for the earnings earned on Net Sales of Product that we shipped during that month, less any taxes that we are required by law to withhold. However, if the earnings payable to you for any month are less than AUD $500.00 (the "Earning Payment Floor"), we will hold those earnings until the total amount due is at least equal to the Earning Payment Floor.

If a customer returns any Product that generated earnings, we will deduct the corresponding earning from your next monthly payment. If there is no subsequent payment, we will send you a bill for the fee, which must be paid upon receipt. The Earning Payment Floor is subject to change at any time or from time to time, at our sole and absolute discretion. You will be notified of any change in the Earning Payment Floor.

6. Reports of Sales.

You will be given a password, which will enable you to enter a password-protected site to view your sales statistics on a daily basis.

7. Policies and Pricing.

Customers who buy Product through the WLA will be deemed to be customers of Womanzone.org™. Accordingly, all Womanzone.org™ rules, policies, and operating procedures concerning customer orders, customer service, and 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 Product sold under the WLA in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect items that you already have listed on your site, you may not include price information in your descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.

8. Non-Exclusive, Limited License and Use of Womanzone.org™ Logos and Trademarks.

We grant you a non-exclusive, non-transferable, revocable right to

1. access our site through links solely in accordance with the terms of this Agreement, and
   
2. solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material (collectively "Womanzone.org Marks"), solely for the purpose of selling Product on your site for Womanzone.org™. You may not alter, modify or change the Womanzone.org Marks in any way. You are only entitled to use the Womanzone.org Marks to the extent you are a member, in good standing, of the WLA Program.

You shall not make any specific use of any Womanzone.org Marks for purposes other than selling Product for Womanzone.org™, without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Womanzone.org Marks in any manner that is disparaging or that otherwise portrays Womanzone.org™ in a negative light. We reserve all of our rights in the Womanzone.org Marks, and all other intellectual property rights. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice. You shall obtain no rights in and to the Womanzone.org Marks.

The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement.

9. Non-Exclusive, Limited License and Use of Affiliate’s Logos and Trademarks.

You grant us a non-exclusive license to utilize your names, titles, logos, and trademarks (collectively the "Affiliate Marks"), and to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicise. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not

1. breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or
   
2. infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

This license shall terminate upon the effective date of the expiration or termination of this Agreement.

10. Publicity.

You shall not create, publish, distribute or permit any written material that makes reference to us, without first submitting such material to us and receiving our written consent.

11. 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. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You hereby represent and warrant to us 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), and that materials posted on your site are not libellous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law.

12. Term of the Agreements.

The term of this Agreement will begin upon our acceptance of your WLA 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 notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for us to terminate this Agreement. Upon such notice, you agree to promptly destroy or return to Womanzone.org™ all artwork pertaining to Womanzone.org™ in your possession or control and you shall immediately remove from your site any or all Womanzone.org Marks, links to the Womanzone.org™ site, and all references to Womanzone.org™ and the Womanzone.org™ site. If this Agreement is terminated because you have violated the terms of this Agreement or if this Agreement is terminated because your site becomes subject to the Content Restrictions set forth in Section 1, you are not eligible to receive any earnings payments, even for earnings earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn an earning on sales occurring during the term of the Agreement, and earnings earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

13. Modification.

We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available earning fees, earning schedules, payment procedures, and WLA rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the WLA, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.

14. Relationship of Parties.

You and Womanzone.org™ 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.

15. Limitation of Liability.

We will not be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement, the WLA, or Womanzone.org™'s performance of services or of any other obligations relating to the Agreement, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the WLA will not exceed the total earnings paid or payable to you under this Agreement.
The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.

16. Disclaimers.

We make no express or implied warranties or representations with respect to the WLA or any Product or other items sold through the WLA (including, without limitation, warranties of fitness for a particular purpose, merchantability, non-infringement, 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.

17. Representations and Warranties.

You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the

1. provision of any law, rule, regulation, order, judgement or decree to which you are subject or which is binding upon you, or
2. the terms of any other agreement, document or instrument applicable to you or binding upon you.

18. Confidentiality.

We may disclose to you certain information as a result of your participation as part of the WLA Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this WLA Agreement made specifically for your site and not generally available to other members of the WLA, website, business and financial information relating to Womanzone.org™, customer and vendor lists relating to Womanzone.org™, and pricing and sales information for Womanzone.org™ and any members of the WLA, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement.
You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by you for your 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 if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.

19. Indemnification.

You hereby agree to indemnify, defend and hold harmless Womanzone.org™, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including legal fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of, are related to, or are based on

1. any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party;
2. the breach of any representation or warranty made by you herein; or
3. any claim related to your site.

20. 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 COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE WLA PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

21. Miscellaneous.

This Agreement will be governed by the laws of Vanuatu without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in Vanuatu, 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 IS A LEGAL AGREEMENT BETWEEN YOU AND Womanzone.org™. BY CLICKING ON THE "I ACCEPT" BUTTON AT THE END OF THIS WLA AGREEMENT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS WLA AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF.

I ACCEPT