Affiliate Terms and Conditions

Set forth below are the complete Terms and Conditions that apply to an individual's or entity's participation in the CallWriter Affiliate Program ("Program"), and these Terms and Conditions constitute a binding legal agreement between LogiCapital Corporation and the Affiliate. As used in this Agreement, "we" means LogiCapital Corporation, a Colorado corporation doing business as www.CallWriter.com, and "you" means the Program applicant.

To begin the enrollment process, you simply submit a complete Program application via our site. We will promptly evaluate your application and web site in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine for any reason in our sole discretion that your site is unsuitable for the Program. Unsuitable sites include those that:

If we reject your application, you may reapply at any time once the reason for rejection has been remedied. You should also note that if we accept your application, your site must continue to be suitable as determined in our sole discretion.

(a) Affiliate's Promotion. You agree to market and promote CallWriter's Products through the Affiliate Web Site. Such promotion shall include at a minimum the placement of the Exclusive CallWriter URLs on appropriate pages on Affiliate's Web Site. The Exclusive CallWriter URLs shall not be hidden, meaning more than one mouse-click away from the Affiliate Web Site's home page or landing page. You agree not to use unsolicited (spam) emails or other prohibited forms of unsolicited marketing, nor any marketing technique or technology that is prohibited or penalized by search engines. Any text or graphics describing or relating to CallWriter contained in any email, newsletter or other communication issued by you must be approved by us in advance.

(b) Duty to Promote. You agree to actively market CallWriter during the term of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, during any period of time that you cease to market the Products, remove the CallWriter information or the CallWriter Exclusive URLs from the Affiliate Web Site, or hide them, you shall not be entitled to Commissions. In addition, we may consider it conclusive proof that you have ceased to market CallWriter if the number of new CallWriter sales to Affiliate Leads, or the number of CallWriter members who were Affiliate Leads, should drop for four (4) consecutive months. Once we have determined that you are not actively promoting CallWriter, we will attempt to notify you of this fact and request that you resume marketing efforts. If you do not respond or for any reason do not resume promoting CallWriter, we may at our sole election declare this Agreement canceled by your act or inaction or, or in lieu of declaring this Agreement canceled, we may cease paying any Commission to you for the period CallWriter is not marketed.

(c) Marketing Information. We will provide you with the Exclusive CallWriter URLs containing tracking links unique to you for placement only on the Affiliate Web Site. Persons who click on the Exclusive CallWriter URLs will receive a unique cookie identifying them as your Affiliate Leads. We may also provide you with certain information and CallWriter trademarks and logos to use to promote the Products through the Affiliate Web Site. You agree that we may publicly identify you as a CallWriter affiliate.

(d) Limited Trademark License. Each party ("Licensee") agrees that the other ("Licensor") may use Licensee's appropriate trademarks and logos in order to perform the activities identified hereunder, and the Licensor grants the Licensee a limited, non-exclusive, nontransferable royalty-free license for the life of this Agreement to use the Licensor's trademarks and logos that are applicable to, and solely in relation to performing such activities consistent with the terms of this Agreement. The Licensee agrees to comply with the reasonable trademark/logo usage guidelines that may be provided by Licensor from time to time.

(e) Ownership. You and we each shall retain the sole and exclusive ownership of our respective trademarks, copyrights, logos and any other materials that might be provided to or used by the other party under this Agreement.

(a) Commissions to You. In consideration for your marketing and promotion of the Products, we agree to pay you Commissions on the Products purchased by your Affiliate Leads. Commissions are payable only upon revenues we receive during the applicable Commission Period. Charge backs and other adjustments generally will be debited in the month they occur, but we may instead debit them in a subsequent month. We will only pay Commissions on sales to Affiliate Leads who click on Exclusive CallWriter URLs and receive a CallWriter cookie. Unless otherwise agreed by us, you will receive a Commission equal to fifteen percent (15%) of all sales of Products. Subject to Section 2(b) above, Commissions on recurring CallWriter paid memberships will be paid on every Affiliate Lead during the term of this Agreement so long as the Affiliate Lead remains a paid CallWriter member. No Commission is payable on any free CallWriter product requested by an Affiliate Lead.

(b) Reporting and Payments. We will provide you with full-time access to a CallWriter affiliate webpage reflecting sales to your Affiliate Leads, Commissions due you, free trials taken by Affiliate Leads and chargebacks or refunds, if any. Access to this webpage will be by exclusive username and password, and we will not provide the username and password to anyone except you. We will not provide any other reports to you other than such webpage. A Commission is considered due for Products billed within the month, and Commissions are paid monthly, within 15 days of the month's end. The minimum Commission payment we will make is $25.00. We may make adjustments in any Commission Period for transactions or events occurring in a prior Commission Period, even if payment has already been made for the prior Commission Period.

(c) Taxes. Each party is responsible for any tax on it, its income and operations.

(a) Effective Date. The Effective Date of this Agreement shall be the date we accept your application to be a CallWriter affiliate.

(b) Term. Unless terminated earlier as set forth in this Agreement, the term of this Agreement shall begin on the Effective Date and shall continue for one (1) year ("Initial Term"). Thereafter, this Agreement shall automatically renew for an additional twelve (12) month term ("Renewal Term"), unless either party gives the other party notice of cancellation at least 30 days' notice prior to the end of the Initial Term or the then current Renewal Term. If you cancel this Agreement, you forfeit any right to Commissions after the effective date of the termination.

(c) Termination. In addition to our right to cancel this Agreement or to suspend Commission payments to you as provided in Section 2(b) above, either party may terminate this Agreement at any time upon fifteen (15) days' prior written notice if the other party is in material breach of any provision of this Agreement, if such breach is not cured within such fifteen (15) day period. Either party may also terminate this Agreement at any time with or without cause upon at least thirty (30) days' prior written notice. Notice may be sent by fax, email, postal mail or courier to the above addresses and is effective when received. You should also note that if, after you are approved as a CallWriter afiliate, the Affiliate Web Site is determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement immediately upon email notice to you.

(d) Effect of Termination/Expiration. Upon termination of this Agreement, you should remove the Exclusive CallWriter URLs and any CallWriter information from the Affiliate Web Site. Sections 2(e), 3(c), 5, 6, 7, 8 and 9 shall survive any termination or expiration of this Agreement.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.

6. Indemnities.

(a) Mutual Indemnity. Each Party ("Indemnifying Party") agrees to defend against and indemnify and hold the other Party ("Indemnified Party"), its officers, employees or agents, harmless from any third party claim, to the extent the third party claim alleges U.S. patent or trademark or copyright infringement or misappropriation of trade secrets with respect to (i) the Indemnifying Party's materials and trademarks provided hereunder, and/or (ii) Indemnifying Party's web site ("Claim"). The Indemnifying Party will pay the Indemnified Party's costs and expenses (including court costs and reasonable attorney's fees) incurred, and liability and damages awarded against the Indemnified Party, from such Claim.

(b) Indemnity Conditions. The indemnification obligations are subject to the following conditions: (1) the Indemnified Party gives prompt notice to the Indemnifying Party of the potential liability or claim; (2) the Indemnified Party promptly grants to the Indemnifying Party control over its defense and settlement; and (3) the Indemnified Party, at the Indemnifying Party's expense, provides reasonable and timely assistance in defense of the claim. The Indemnified Party may, at its option and expense, participate in the defense and settlement of any claim or liability; however, if the Indemnified Party agrees to a settlement of such claim or liability without the written consent of the Indemnifying Party, the Indemnifying Party shall have no obligation to indemnify the Indemnified Party.

EXCEPT FOR ANY THIRD PARTY CLAIMS FOR WHICH LOGICAPITAL IS TO INDEMNIFY AS SET FORTH IN SECTION 6, IN NO EVENT SHALL LOGICAPITAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF OR IN RELATION TO THIS AGREEMENT. LOGICAPITAL'S MAXIMUM LIABILITY TO AFFILIATE ARISING FROM OR RELATING TO THIRD-PARTY CLAIMS MADE UNDER THIS AGREEMENT SHALL BE LIMITED TO $1,000.00 IN THE AGGREGATE, NO MATTER WHEN INCURRED BY AFFILIATE.

We shall not be liable for damages whatsoever resulting to any person based upon data or information published or available on www.CallWriter.com or the use of any tool, software or information made available on the CallWriter website.

(a) Confidential Information. Each party acknowledges that, from time to time, it may be exposed to certain information of the other party that the other party considers and treats as confidential and proprietary information and that is not generally known to the public ("Confidential Information"). Any such Confidential Information shall be conspicuously marked or otherwise identified as "confidential" or "proprietary" at the time of disclosure, or which, under the circumstances surrounding disclosure, ought to be treated as confidential. The receiving party agrees that it will take appropriate steps to protect such Confidential Information from unauthorized disclosure, that it will not disclose such information to any third party except its independent contractors and agents who are under an obligation of confidentiality with a reasonable need to know, and that it will not use any Confidential Information (other than as authorized by this Agreement) without the prior written consent of the disclosing party. The obligations with respect to Confidential Information shall continue for three (3) years from the date of initial disclosure under this Agreement.

(b) Exceptions. Information shall not be deemed Confidential Information hereunder if such information:

(a) You shall not sell, transfer, or assign this Agreement, by operation of law or otherwise, without our prior written consent. Any act in derogation of the foregoing sentence shall be null and void.

(b) This Agreement shall benefit and be binding upon the parties to this Agreement and their respective successors and permitted assigns.

(c) The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a continuing waiver of such right, nor a waiver of any other right under this Agreement.

(d) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

(e) This Agreement will be governed by and construed in accordance with the laws of the State of Florida, excluding its conflict of laws principles, and the parties consent to personal jurisdiction of and venue in the state and Federal courts located in and serving Alachua County, Florida.

(f) This Agreement, and the Program form and all other information submitted by you in connection with becoming a CallWriter affiliate, which is incorporated in this Agreement by reference, represents the complete agreement and understanding of the parties with respect to its subject matter, and supersedes any other agreement or understanding, written or oral.

(g) This Agreement may be modified only through a written instrument signed by both parties.

(h) The parties expressly understand and agree that each party is an independent contractor in the performance of this Agreement, and is solely responsible for all of its costs and expenses arising in connection therewith. Neither party is the agent of the other and neither party may bind the other.