AFFILIATE AGREEMENT

This Agreement is made the day set out below by and between:

1. Acceptance of Terms

1.1 You must accept the terms and conditions of this Agreement in order to become authorised as an "Affiliate" and use the Service. By clicking on the "Sign Up" button You are deemed to have read and understood the terms and conditions of this Agreement and that you have accepted them.

1.2 If you do not accept the terms and conditions of this Agreement you are not allowed to use the Service.

2. Commencement and Duration

2.1 This Agreement shall come into force on the date on which You click on the "Sign Up" button on the Website (the "Commencement Date") and shall remain in effect until terminated.

3. Your Obligations

3.1 You shall ensure that the Link is not placed on a website that:

3.1.1 promotes violence, discrimination based upon religion, disability, nationality, sex, sexual orientation, age or any unlawful activities or bulk email or spam or pyramid schemes;

3.1.2 infringe or incite the infringement of any intellectual property rights or any other rights of any third party;

3.1.3 contains any content that is considered to be threatening, defamatory, fraudulent, illegal, offensive, obscene or harassing;

3.1.4 contains any nudity or lewd or pornographic material.

3.2 You undertake and warrant to OAG that You shall not participate in mass un-solicited e-mailing ("UCE") (i.e. spamming).

3.3 You undertake and warrant that You shall not advertise on Your website any product and/or service which competes with any product and/or service of OAG displayed on Your website.

3.4 You shall ensure that any and all applicable promotional material developed and used by You, including but not exclusive to promotional information, pricing, product names, product descriptions at all times accurately reflects the then current OAG promotional material.

4. The Service and Referral Fee

4.1 The Service

4.1.1 OAG shall provide a hypertext link (the "Link") from the Affiliate's website through to OAG's (or OAG's sub-contractor's) hosted web site (as the case may be), in order that a Visitor may connect to OAG's website;

4.1.2 OAG shall provide You with an Affiliate ID Number. It is Your responsibility to ensure that You provide a valid URL to OAG and that the Affiliate ID Number is included within the URL;

4.1.3 When a Visitor first arrives at OAG's website from an Affiliate's website OAG shall set a cookie on the Visitor's Customer System. Where a Visitor returns to the OAG website and purchases an OAG product and/or service within 30 days of their first arrival OAG shall pay to the Affiliate the Referral Fee in accordance with clause 9; and

4.1.4 OAG shall provide You with marketing and/or promotional materials, however You may develop Your own promotional material for Your own use. You agree that You shall send to OAG at Your sole cost copies of all material which You would like to use for publicity, marketing or promotional purposes which bear any name, logo, slogan, image, trade mark, quote or text relating to OAG or any of its clients. OAG shall be entitled to reject or approve any such material, which You agree to delete or amend as OAG may request.

4.2 The Referral Fee The Referral Fee shall be calculated as 15% of the Customer Revenues.

5.Display of the Link

5.1 The Affiliate shall display, in the correct format, the OAG hypertext link, provided by OAG, on the Affiliate's web site.

5.2 The Affiliate shall display updates, corrections, additions, deletions and modifications to the hypertext link promptly if requested by OAG.

6. Order Processing

6.1 OAG shall be solely responsible for the processing of every order placed by a Visitor or a Customer via the Service. Customers who purchase products and services through the Services shall be deemed to be customers of OAG.

6.2 Customers will use OAG's secure on-line ordering process and order products online. Order forms, payment processing, shipping, cancellations, returns, and related customer services are the responsibility of OAG.

6.3 OAG reserves the right to reject orders that may not comply with OAG's relevant prevailing terms of business.

6.4 Prices and availability of OAG products and services may vary from time to time.

6.5 OAG policies shall always determine the price paid by the Customer.

6.6 OAG shall not be responsible for any representations made by You that contradict OAG policies.

7.Licence

7.1 For the duration of and solely in respect of the arrangement under this Agreement, OAG grants to the Affiliate a non-transferable, non-exclusive, revocable licence, with no right to sub-licence to:

7.1.1 use, copy and display the hypertext link for the purpose of carrying out its obligations under this Agreement;

7.1.2 use OAG's branding and logos, strictly subject to agreement in writing between the Parties and solely in respect of the arrangement under this Agreement.

7.2 The Affiliate grants to OAG a licence to use the Affiliate's branding and logos, strictly subject to agreement in writing between the Parties.

8. Intellectual Property Rights - Ownership

8.1 The Affiliate acknowledges and agrees that any and all intellectual property rights in the hypertext link, OAG web sites, OAG logos, the OAG domain name, and for the avoidance of doubt, in the Service and content therein, and in know-how associated with the same, are and shall (as between the Parties) remain the property and in the ownership of OAG (or where applicable, its licensors). The Affiliate does not acquire any intellectual property rights whatsoever under this Agreement in respect of any intellectual property of OAG (or where applicable its licensors).

8.2 The copyright, database rights and other intellectual property rights in data collected by OAG or its sub-contractor (as the case may be) as a result of a Visitor's or a Customer's use of the Service shall vest absolutely in OAG.

9. Referral Fee, Reporting and Payment

9.1 In consideration of (i) the Affiliate displaying the hypertext link on its web site OAG shall pay to the Affiliate the Referral Fee in accordance with this Agreement.

9.2 OAG shall provide to the Affiliate on a monthly basis, a report of the number of Visitor's and the number of Customer's together with a document detailing the Referral Fee payable by OAG to the Affiliate. Subject to clause

9.3, the Affiliate shall raise an invoice for the Referral Fee payable by OAG for the preceding month, to which shall be added value added taxes at the prevailing rate, and OAG shall make such payment to the Affiliate thirty (30) days after the end of the month in which it has received the Affiliate's applicable invoice.

9.3 Where the aggregate of Referral Fees payable by OAG to the Affiliate in a particular month is less than US$50 OAG reserves the right to defer payment until the aggregate of the Referral Fees is at least that amount.

9.4 All Referral Fees payable under this Agreement shall be exclusive of value added tax and any other applicable taxes and duties.

9.5 OAG shall not be liable to pay a Referral Fee to the Affiliate where:

9.5.1the Affiliate fails to provide a valid URL or where the Affiliate fails to include a valid Affiliate ID Number in the URL;

9.5.2 a Visitor does not purchase an OAG product and/or service within 30 days of the Visitor's first visit to the OAG website;

9.5.3 a Visitor does not accept cookies and/or deletes their cookies;

9.5.4 OAG has reasonable grounds to suspect fraud or other criminal or unlawful use of OAG's website or products; or

9.5.5 there is a bad debt or other failure by OAG to receive payment in respect of a Customer.

10. Term and Termination

10.1 This Agreement shall terminate immediately:

10.1.1 by either Party in the event that the other Party has failed to perform any material obligation required to be performed under this Agreement and such failure is not corrected within fourteen (14) days after receipt of written notice advising such failure;

10.1.2 by OAG by immediate notice in the event that a sub-contractor upon which the provision of the Service hereunder is dependent terminates its provision of those services to OAG or OAG's sub-contractor (as the case may be);

10.1.3 by OAG by immediate notice in writing in the event that, in the sole opinion of OAG, the Affiliate is in breach or is likely to be in breach of the obligations set out in Clauses 3.1, 3.2 and 3.3;

10.1.4 by OAG in the event that any modification to the existing network operator contracts of OAG or its sub-contractor, or any change in any law, regulation or code of conduct, makes the provision of the Service illegal or contrary to such law, regulation or code of conduct, or makes it prohibitively difficult or expensive for OAG;

10.1.5 If a Party (i) has a receiver or administrative receiver appointed, (ii) passes a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or (iii) a court of competent jurisdiction makes an order to that effect, (iv) becomes subject to an administration order, (v) enters into any voluntary arrangement with its creditors or (vi) anything equivalent to any of the foregoing occurs under any national or local law.

10.2 Upon termination or expiration of this Agreement, the Affiliate shall (i) deliver up to OAG all confidential information (if any) of OAG or its sub-contractor within fourteen (14) days of such termination or expiration or (ii) at the option of OAG provide a statement signed by an officer or other senior director of the Affiliate confirming that such confidential information has been destroyed.

11. Warranties and Liabilities

11.1 OAG warrants that the Service shall be performed and supplied with reasonable care and skill to general industry standards.

11.2 Except as expressly provided in this Agreement all representations, conditions and warranties, whether express or implied (by statute or otherwise) are excluded to the fullest extent permitted by law.

11.3 OAG does not warrant the accuracy or timeliness of the Service that it shall provide to the Affiliate or that its use shall be uninterrupted, nor for the services and the content therein that it shall provide to Visitors or Customers via the Service, and accordingly, the Affiliate assumes all risk for using, or for liability it incurs by, or as a result of using the Service.

11.4 OAG shall not be liable for any failure or delay in complying with its obligations under this Agreement caused by a reason beyond its reasonable control.
11.5 Nothing in this Agreement shall limit or exclude the liability of OAG for death or personal injury arising out of its negligence or for fraud.

11.6 Subject to clause 11.5, in no circumstances shall OAG be liable to the Affiliate for any loss of business, revenue, profits, anticipated savings or goodwill (whether direct or indirect) or for any indirect, special or consequential loss arising out of or in connection with this Agreement.

11.7 Subject to clause 11.5, OAG's maximum total liability under or in connection with this Agreement shall not exceed the aggregate Referral Fees paid by OAG to the Affiliate in the three (3) months preceding the event giving rise to a claim.

12. General

12.1 Where applicable, the Affiliate and OAG shall ensure that the requirements of Data Protection Act 1998 and any subsequent amendment thereto are met in connection with any activities arising out of this Agreement.

12.2 From time to time, a regulator may change the terms and conditions upon which services are supplied to OAG or its sub-contractors. In such circumstances, OAG may in its discretion make changes to this Agreement. OAG shall notify the Affiliate in writing of those changes, which changes shall take effect as at the date of such notice.

12.3 With the exception of any confidentiality undertaking previously given by either Party to the other in connection with the subject matter of this Agreement, this Agreement contains the entire agreement between OAG and the Affiliate and supersedes all prior agreements, arrangements and understandings between the Parties in respect of its subject matter.

12.4 This Agreement may be varied at any time by OAG by posting a notice on the OAG website modifying and/or varying the terms and conditions of this Agreement, and shall become effective within 7 days of being posted. YOU ARE ADVISED TO PERIODICALLY REVIEW THE TERMS AND CONDITIONS ON THE WEB-SITE. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE SERVICE FOLLOWING OAG'S POSTING OF A CHANGE WILL CONSITUTE BINDING ACCEPTANCE OF THAT CHANGE.

12.5 All material brought into being in connection with this Agreement and all information as to the business methods or operations of OAG acquired by the Affiliate, shall be treated as strictly confidential by the Affiliate, and the Affiliate shall ensure that the same are treated as confidential by its employees and are not divulged to any third party, unless as required by law or by any regulatory authority, or unless as otherwise expressly permitted by OAG in writing.

12.6 Subject to the requirements of the law or any regulatory authority, no public announcement, press release or circular relating to this Agreement or the subject matter thereof shall be made or issued without the prior written agreement of both Parties.

12.7 Nothing in this Agreement shall constitute or be deemed to constitute a relationship between the Parties of principal and agent, employer and employee, partnership or joint venturers.

12.8 Any notice given or required to be given under or in connection with this Agreement shall be made in writing and delivered personally; or sent by pre-paid first class post (or where applicable by air mail if posted to or from a place outside of the United Kingdom); or transmitted by fax, in accordance with the Parties' contact details as stated previously above in this Agreement.

12.9 Notwithstanding that OAG shall be entitled to do so, the Affiliate shall not be entitled to sub-contract, assign, novate or otherwise transfer its rights and obligations under this Agreement, without the prior written consent of OAG, such consent not to be unreasonably withheld.

12.10 No failure or delay by either Party to exercise any right or remedy shall be construed or operate as a waiver of that right or remedy.

12.11 The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and this Agreement shall not confer any right on a third party whether under that Act or otherwise. 12.12 This Agreement shall be governed by the laws of England, and the Parties hereby submit to the exclusive jurisdiction of the English courts for the resolution of any dispute which may arise in connection herewith.

12.13 Notwithstanding the termination or expiration of this Agreement, the terms of clauses 3, 6, 8, 9, 11, 12 and 13 shall survive termination or expiration and remain in full force and effect.

13. Definitions and Interpretation

13.1 In this Agreement, a reference to: "Affiliate ID Number" means the unique identification number that is used to identify sales driven by an Affiliate; "Customer Revenues" means the total revenue actually received by OAG from Customers, exclusive of value added tax and other applicable taxes or duties. "Customer System" means a Customer-owned or controlled system which is defined in the applicable Schedule; "Customer" means a Visitor who is connected to an OAG website by the Affiliate and who has purchased an OAG product" "Referral Fee" mean those fees payable to the Affiliate by OAG; "Service" means those services to be provided to the Affiliate by OAG, as set out in clause 4.1; "Visitor" means any person who clicks on a Link placed on the Affiliate's website and is thereby connected to an OAG website.

13.2 Interpretation

13.2.1 "group undertaking" or "subsidiary" is to be construed in accordance with sections 259 and 736 of the Companies Act 1985;

13.2.2 a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time and any subordinate legislation made under the statutory provision from time to time;

13.2.3 a person includes a reference to a body corporate, association or partnership and to that person's legal personal representatives, successors and lawful assigns;

13.2.4 the word "include" or "including" is to be construed without limitation;

13.2.5 the plural denotes the singular, and vice versa, where appropriate

13.2.6 a clause, schedule or paragraph, unless the context requires otherwise, is a reference to a clause of, a schedule to or a paragraph of a schedule to the Supply Agreement, as amended from time to time in accordance with the Supply Agreement;

13.2.7 headings are for convenience only and do not affect the meaning of each clause;

13.2.8 the Affiliate and OAG known separately each as a "Party" and collectively as "the Parties".