Affiliate Agreement

This Agreement contains the complete terms and conditions that apply to your participation in the AutoSoftOnline.com Affiliate Partner Program (the "Program"). As used in this Agreement, "we," "our," and "us" refer to Santa Rita Investments Inc., and "you" and "your" refer to the applicant. "Site" means a World Wide Web site, and the "AutoSoft Online" refers to our site, www.AutoSoftOnline.com selling the AutoSoft Online Software, the Website promotion software to be displayed on your site in accordance with this Agreement in order to afford visitors to your site the opportunity to purchase it.

1. Enrollment in the Program

To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program for any reason. Unsuitable sites include (but are not limited to) those that: Contain content that is unlawful, threatening, defamatory, obscene or otherwise objectionable; Promote sexually explicit materials; Promote violence; Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; Promote illegal activities; Violate or infringe upon intellectual property rights. If we reject your application, you are welcome to reapply to the Program at any time, should the circumstances that caused the rejection change.

By enrolling in the Program, you agree not to use any means that may be considered SPAMMING (unsolicited advertisement) to directly or indirectly promote AutoSoft Online. Such your actions give us every right to immediately terminate your affiliate account without paying any due commissions.

As a participant of the Program, you also agree NOT to use any automatic traffic-generating applications to send visitors to AutoSoft Online. Breaking this rule constitutes ground for immediate termination of your affiliate account and withholding any unpaid commissions without notice.

If we accept your application, we reserve the right to terminate this Agreement if we ever determine (in our sole discretion) that your site is unsuitable for the Program for any reason.

2. The AutoSoft Online site

Once we notify you that we have accepted your site into the Program, we will authorize you to copy the code for participation in the AutoSoft Online affiliate program from www.AutoSoftOnline.com and display the AutoSoft Online creatives on your site. We encourage you to place the affiliate link to AutoSoft Online, which you may use only on the terms and conditions of this Agreement, as prominently as possible on the most relevant and heavily trafficked pages of your site. From time to time, we may offer different products for sale through AutoSoft Online and also may modify the logos and other information presented in, and the overall appearance of AutoSoft Online. All such changes and modifications will not occur automatically, we will notify to you. You will be required to change your banner.

3. Order Processing

We will process product orders placed by customers who purchase the AutoSoft Online Software using the affiliate link to AutoSoft Online on your site. We reserve the right to reject orders that do not comply with any and all our requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, refunds (if applicable), and handle customer service.

4. Payment

You will earn a 30% commission on all editions of the AutoSoft Online Software purchased by customers who followed the affiliate link to AutoSoft Online on your site unless we expressly agreed to change the commission rate because your website, newsletter, etc. offers us additional benefits. We shall not pay commissions for the copies of AutoSoft Online Software purchased by you through and you need at least two orders paid so that it can receive his commission. We will pay all commissions that have been due for over 30 days. It is done to ensure that a customer has not made use of our 30 day money-back guarantee to get a refund. If a customer receives a refund or credit for a product that generated a commission under this paragraph and we happened to pay you the commission, we will deduct that commission from your next payment or payments. If no further Payments are due under this Agreement, we reserve the right to send you a bill for any commissions associated with returned products. As with sales tracking information, we have engaged our own solution to calculate the commissions that you will receive under the Program, and those commission calculations will bind both you and us for all purposes under this Agreement.

5. Policies and Pricing

All customers who buy products through the Program are customers of AutoSoft Online. Accordingly, all AutoSoft Online rules, policies, and operating procedures concerning customer orders, customer service, pricing and product sales will apply to those customers. We may change our policies and operating procedures at any time, in our sole discretion. Product prices may vary, however we will try to make this process as painless as possible. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

6. Limited License

We grant you a nonexclusive, revocable right to use AutoSoft Online's creative works such as any images and text that we may provide to you solely for the purpose of identifying your site as a Program participant and to assist in generating product sales through the Program. You may modify any of the above-mentioned creative works that we may provide to you only after our written approval of such graphic images or text. We reserve all our rights in AutoSoft Online, all graphic images, text, our trade names and trademarks and all other intellectual property rights. You agree to follow our instructions respecting the use of your trademarks, and those instructions may change from time to time. We may revoke your license at any time by giving you written notice.

7. Responsibility for Your Site

You will have sole responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

The technical operation of your site and all related equipment. The accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials). Ensuring 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). Ensuring that materials posted on your site are not obscene, defamatory, libelous or otherwise illegal. We disclaim all liability for all matters relating to the development, operation, maintenance, and contents of your site.

8. Indemnification

You will indemnify, defend and hold us harmless against any and all claims, lawsuits, damages, and expenses (including, without limitation, attorneys' fees) that we may or that anyone may assert as a result of (1) our use of any trademarks, logos, graphic images, text or other materials that you may provide to us or allow us to use under paragraph 3; or (2) anything occurring on your site or arising from the development, operation or maintenance of your site.

9. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time and for any reason by giving the other party written notice of termination, which may be via email but must be responded to with a reply, stating receipt, within 48 hours. You will be eligible to earn only those commissions that may accrue under paragraph 5 during the term of this agreement, and commissions earned through the date of termination will remain payable only if the customer does not receive a refund or credit. We may withhold your final payment for a reasonable time to ensure payment of the correct commission amount.

10. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our Site. ALL SUCH MODIFICATIONS WILL TAKE EFFECT AT THE TIME WE SPECIFY OR, IF WE SPECIFY NO SUCH TIME, IMMEDIATELY UPON THEIR POSTING ON OUR SITE. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL EVIDENCE YOUR BINDING ACCEPTANCE OF THE CHANGE.

11. Relationship of Parties

You and we 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.

12. Disclaimers

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NO INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE OR OUR COMMERCE SERVER WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

13. Limitation of Liability

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 TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

14. 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 COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT NOT SET FORTH IN THIS AGREEMENT.

15. Miscellaneous

This Agreement will be governed by the laws of The United States of America, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the state courts located in Florida, USA, and you irrevocably consent to the jurisdiction of those courts and waive any claim that those courts constitute an inappropriate venue or inconvenient forum. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will bind, insure to the benefit of and be 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.