ANNE'S WORLD INC
ASSOCIATE PROGRAM AGREEMENT

This agreement ("Agreement") contains the complete terms and conditions for your participation in the Anne's Diary Associate Program ("Program"), and the establishment of links from your Web site(s) to our domestic Web site, as defined below.  As used in this Agreement, "you" means (and "your" refers to) the applicant seeking to participate as an Associate in the Program, and "we" means (and "us", "our" and "ours" refer to) Anne's Diary (under exclusive license to Anne's World Inc). Anne's World. a wholly-owned subsidiary of Logica Holdings Inc. ("LH").
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ANNE'S WORLD.  BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, YOU AGREE THAT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT

This Agreement sets out the terms and conditions relating to the online content provided free of charge and content subject to payment ("Free and Paid-for Content") that Anne's World Inc ("the Site owner") will provide to you ("the User"). By accessing www.annesdiary.com ("the Site") the User is agreeing to the terms and conditions below. If the User uses the Site in the course of business the User is also agreeing to these terms and conditions on behalf of that business. If the User does not agree with the terms and conditions (or the User is not authorized to do so) the User should not use the Site. If the User has any questions they should contact the Site owner at contact us.

Services and Fees

The Site owner shall provide Free and Paid-for Content. This includes [a subscription for Paid-for Content available]. The Site owner reserves the right to vary the Free and Paid-for Content and does not guarantee that the content provided free of charge ("Free Content") will remain free of charge and does not guarantee that the content provided subject to payment ("Paid-for Content") will remain a paid-for service.

The User shall agree to pay any subscription fees ("Fees") at rates in effect when the charges are incurred. The User must provide the Site owner with complete and accurate payment information. The User can pay using a credit or debit card or by setting up a standing order. By submitting credit or debit card details to the Site owner the User warrants that they are entitled to purchase the Paid-for Content using those payment details. In the event of an unauthorized payment the Site owner reserves the right to suspend or terminate the User's access to the Site and Paid-for Content. If no payment authorization is received or payment authorization is subsequently cancelled, the Site owner may immediately terminate or suspend access to any Paid-for Content and/or the Site.

The Site owner will try to process the User's request for any Paid-for Content promptly but does not guarantee that the Paid-for Content will be available to the User by any specified time. A contract with the User for a Paid-for Content will come into effect when the Username and Password are issued to the User.

The User having paid the Fee for a subscription for the supply of Paid-for Content for a defined period the User will have no right of cancellation for the supply of the Paid-for Content other than the right to cancel the subscription for Paid-for Content. This does not affect the User's statutory rights.

Registration, Passwords and Privacy

The use of the Site signifies the User's consent to the Site owner collecting and using personal information about the User in accordance with the Site owner's Privacy Policy. The User can read the Privacy Policy.

The User does not have to register to use the Site in order to access it and enjoy the content other than the Paid-for Content. If the User wishes to access the Paid-for Content the User will be asked to provide the Site owner with accurate, complete registration information, including contact details, and it is the User's responsibility to update and maintain this information. The Site owner is entitled to rely on this information to provide Paid-for Content.

The User will also be requested to create a Password in a format specified by the Site owner ("the Password"). The User shall not disclose the Password to any other person or entity and shall ensure that the Password remains confidential at all times. In the event that the User knows or has a reasonable suspicion that a third party knows the User's Password, the User shall notify the Site owner immediately by contacting the Site owner at info@annesdiary.com. If the Site owner has reasonable grounds for believing that the User has misused or is misusing the Password, the Site owner may require the User to change the Password or may suspend the User's use of the access to the Site, including Paid-for Content, until such time as the Site owner is satisfied that the security of the Site is no longer compromised by the User's activities.

Limitations on Use of the Site

All content and services provided by the Site owner belongs to the Site owner [or is licensed to the Site owner by licensors including Anne's World Inc]. The Site owner [or its licensors, including Anne's Diary Inc] own all the intellectual property rights in the content and services.

The content and services provided are solely for the personal use of the User and the User shall not sub-license, distribute, sell, supply, modify, adapt, amend, incorporate, merge, or otherwise alter any content or service provided under this Agreement.

The User shall not remove or replicate any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in the content or services. The User shall not carry out any act or omission or permit any act or omission to take place that infringes or is likely to infringe any intellectual property rights owned or used by the Site owner or its licensors including Anne's Diary Inc or otherwise relating to the Site.

Limitation of Liability and Indemnity

The User expressly agrees that the use of, and browsing of the Site is at the User's own risk. Neither the Site owner nor any other party involved in creating, producing or delivering the Site, including Anne's Diary Inc, is liable for any direct, incidental, special, consequential, indirect or punitive damages arising out of the User's access to, or use of, or inability to use the Site or any linked site or for the cost of procurement of substitute goods or services or resulting from any goods or services purchased or obtained or messages received or transactions entered into through the Site or resulting from any unauthorized access to or alteration of your transmissions or data, including but not limited to, damages for loss of profits, use, data or other intangible property including legal costs and expenses, even if the Site owner has been advised of the possibility of such damages.

The User expressly agrees that the downloading of any material form the Site is at the User's own risk. Neither the Site owner nor any other party involved in creating, producing or delivering the Site, including Anne's Diary Inc, is liable for any direct, incidental, special, consequential, indirect or punitive damages resulting from the User downloading material from the Site or any linked site, including but not limited to, damages for loss of profits, use, data or other intangible property including legal costs and expenses, even if the Site owner has been advised of the possibility of such damages.

Without limiting the foregoing, everything on the Site is provided to the User "as is" and "as available" without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of satisfactory quality, fitness for a particular purpose or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to every User. The User must check their local laws for any restrictions or limitations regarding the exclusion of implied warranties.

While the Site owner will use reasonable efforts to include accurate and up to date information on the Site, the Site owner makes no warranties or representations as to its accuracy or completeness. The Site owner is not responsible for any errors or omissions or for the results obtained from the use of such information. The information is provided with the understanding that the information does not constitute any form of advice, recommendation or arrangement by the Site owner or its affiliates or any other party involved in the Site and is not intended to be relied upon by Users in making (or refraining from making) any decisions based on such information. The User must make their own decisions on whether or not to rely on any information posted on the Site. The Site owner reserves the right to modify information displayed on this Site but it does not make any commitment to update the information displayed on this Site.

No party [other than the Site owner] who is involved in the workings of the Site, including Anne's Diary Inc, will at any time be liable or responsible in any way for the content, including Paid-for Content, and information provided on or via the Site and for the User's use of the Site.

From time to time the Site owner will make available to the User links from the site to third party sites. These sites are not in any way approved, checked, edited, vetted or endorsed by the Site owner and the User agrees that the Site owner shall not be responsible or liable in any way for the content, advertising or products available from such sites, the quality, functionality, suitability or legality of such sites or for any dealings that the User may have, or the consequences of such dealings, with such third party site operators.

Any arrangements made between the User and any third party named on the Site owner's Site are at the User's sole risk and responsibility and the Site owner expressly disclaims any liability for third party information or opinions posted on this Site or any linked Sites that arises under criminal or civil laws relating to defamation, intellectual property, infringement, privacy, obscenity, or any other area of law.
              
Fee Structure 
You are eligible to earn Transaction Fees on all Memberships during the term of this Agreement, where the User follows a Link from your Associate Site directly to Anne's Diary. and that User, using Anne's Diary's online ordering system, successfully effectuates a Transaction, which is completed during the term of this Agreement on either a "Flat Rate" or "Transaction Net Revenue" basis (the "Transaction Fees"), as applicable.  The Transaction Fee for a Membership will not be awarded in the event of credit card fraud, bad debt, and credits due for cancellations or returns.  We will pay you a Transaction Fee only if the User is tracked on our internal online ordering system from the time the Link is initiated on your Associate Site to the time of the transaction.  You agree that no Transaction Fees will be paid if the User cannot be tracked by our internal ordering system.  Transaction Fees shall be paid as follows:

Transaction Fees
                (a)  Membership on a monthly basis:.  We will pay you a one time payment equal to 15% of three months subscription:   Five Dollars and Eighty-Three Cents (US$5.83) for each Membership Transaction Fee.
               (b)  Membership on an annual basis:.  We will pay you a one time payment equal to 15%   Seventeen Dollars and Ninety- Nine Cents (US$17.99) for each Membership Transaction Fee.

Payments
Within fifteen (15) days after the end of each month during the term of the Agreement with respect to which we owe you any Transaction Fees, we will furnish you a statement together with payment for any amount due to you.  The statement will contain information sufficient to discern how the payment was computed.  In the event that the total monthly Transaction Fees payable to you is less than Fifty Dollars (US$50.00) for the applicable month ("Monthly Minimum Threshold"), we will hold the payment until the aggregate total Transaction Fees meet or exceed the Monthly Minimum Threshold.  We will remit all payments owed to you to your address provided in the Program Application submitted.
 
Modification
We may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. Notification to you of any change by e-mail or posting of a change notice on Anne's Diary and/or the Internet site of any designated Reporting Agent, at our sole option, shall be considered sufficient notice to 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 commission fees, commission schedules, payment procedures, and Program rules.  If any modification is unacceptable to you, your recourse is to terminate this Agreement.  Your continued participation in the Program following our posting of a change notice or a new agreement on Expedia will constitute binding acceptance of the change.

Effect of Economic Conditions
In the event we deem, in our sole discretion, that military action or extraordinary political, economic, or other conditions or occurrences beyond our control significantly impacts the our businesses, access or navigation to Anne's Diary from you or your business(es) and alters our exposure under this Agreement, we may, at any time, suspend performance (in part or whole) of any or all terms and conditions of this Agreement, suspend payment due hereunder (in part or whole) or terminate the Agreement (in part or whole), in our sole discretion.  We will provide you with written notice five (5) days prior to the effective date of such change(s). 

Terms and Termination
This Agreement shall commence upon our acceptance of your Program Application and shall continue until terminated by either party.  Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.  Written notice can be in the form of mail, email or fax.  You are only eligible to earn Transaction Fees occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable.  If this Agreement is terminated because (i) you have violated the terms of this Agreement, or (ii) your Associate Site becomes subject to the Content Restrictions, you are not eligible to receive any commission payments, even for commissions earned prior to termination.  We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.  Upon termination or expiration of this Agreement for any reason, you shall immediately remove any Links from your Associate Site.  

Representations and Warranties
You represent and warrant to us that you are not an Ineligible Party, and that this Agreement has been duly and validly executed by you by virtue of your clicking on the "Accept" button at the end of this Agreement 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 provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you.  The representations and warranties are continuous in nature and shall be deemed to have been given by you upon your acceptance via the "Accept" button at the end of this Agreement and at each stage of performance hereunder.  These representations and warranties and covenants shall survive termination or expiration of this Agreement.
 
Disclaimer and Limitation of Liability.
We make no express or implied warranties or representations with respect to the Program or any service, product or other items sold through the Program, 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 provided by us.  In addition, we make no representation that the operation of Anne's Diary will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
WE WILL NOT BE LIABLE 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  FURTHER, OUR AGGREGRATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.  THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.

Confidentially; Media Communications
 You have entered into a Non-Disclosure Agreement with Anne’s World Inc, LH and Anne’s Diary Inc., you agree that the terms of that agreement shall be deemed to be incorporated herein.  If you have not entered into a Non-Disclosure Agreement with us, then you understand and agree that the following terms and conditions will apply to certain information that we may disclose to you as a result of your participation in the Program information that we consider to be confidential (the "Confidential Information").  For purposes of this Agreement, the term "Confidential Information", shall include, but not be limited to, the terms of this Agreement, any modifications to the terms and provisions of the Agreement made specifically for your Associate Site and not generally available to other members of the Program, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any members of the Program, 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 shall not be utilized, 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. 

Indemnity
The User agrees to indemnify, keep indemnified, defend and hold the Site owner and its parent companies, subsidiaries, affiliates and their respective officers, directors, employees, owners, agents, information providers and licensors, including Anne's Diary Inc, (collectively the "Indemnified Parties") harmless from and against any and all claims, damages, liability, losses, costs and expenses (including legal fees) (whether or not foreseeable or avoidable) incurred or suffered by any Indemnified Party and any claims or legal proceedings which are brought or threatened arising from the User's use of, connection with or conduct on the Site or any breach by the User of these terms. The Site owner or Anne's Diary Inc reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, and in such case, the User agrees to co-operate with the defense of such claim.

Consequences of Breach of these Terms
In the event that the Site owner or Anne's Diary Inc considers or determines, in their complete discretion, that the User has breached, violated or contravened the Agreement or has otherwise demonstrated inappropriate conduct in the use of the Site or the content or services they reserve the absolute right to:

(a) warn the User that they have violated the Agreement and ask the User to discontinue such conduct;

(b) discontinue the User's membership of the site and/or any other related services, including Paid-for Content; and

(c) take measures (including terminating, suspending or restricting the User's use of the Site) to prevent the User from using the Site or linking to the Site.

Third Parties
The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement, except in relation to the rights of Anne's Diary Inc and Anne's World Inc

Proper Law and Jurisdiction
This Agreement and all matters arising from it shall be governed by and construed according to the laws of the Province of Ontario Canada and shall be subject to the [exclusive] jurisdiction of the courts of Ontario Canada.

Entire Agreement
This Agreement supersedes all prior agreements, arrangements and undertakings and constitutes the entire agreement relating to the subject matter of this Agreement. The User confirms that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

Assignability
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 and enforceable against the parties and their respective successors and assigns.  This Agreement is the complete Agreement between the parties and supersedes any prior oral or written agreement concerning the subject matter.

No Waiver
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 a provision or any other provision of this Agreement.

I AGREE
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