Red Gorilla Affiliate Operating Agreement

This Agreement contains the terms and conditions that shall apply to an individual's or an entity's participation in the Red Gorilla affiliate program (the "Program"). As used in this Agreement, "Red Gorilla," "we", "us" or "our" refers to Red Gorilla; "you" or "your" refers to the applicant; "Participant" shall mean an applicant which has been approved by Red Gorilla to be a participant of the Program; "Sponsoring Web Site" shall mean the World Wide Web site from which you will link to the Red Gorilla and web sites (the "Red Gorilla Site"); "Product" refers to Gorilla GoPack and Gorilla Power Pack services listed on the Red Gorilla site, and all dollars ($) shall mean United States dollars.

1. Enrollment in the Network.
To begin the enrollment process, you will submit a complete Affiliate Network Application via our web site. We will notify you of your acceptance or rejection by Email. We may reject your site, at any time, if we determine (at our sole discretion) that it is unsuitable for the Affiliate Network for any reason. As the Owner/Operator of a site participating in the Red Gorilla Affiliate Network you agree not to incorporate any images or content in said site including, but not limited to, 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"). If we reject your application for any of the above-mentioned reasons, you have the right to reapply to the Affiliate Network at any time thereafter, if you have remedied the problem.

2. Utilizing Our Links on Your Site.
As an affiliate site ("Affiliate Site"), we will make available to you banner advertisements for our site, button links to our site and/or text links to our site, which may contain Red Gorilla logos and identifying words (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 Links. All Affiliate Sites shall display such graphic images prominently throughout your site as you 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, we must approve all Links. We will process orders placed by customers who follow the Links from your site to the Red Gorilla 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 fulfillment, including order entry, payment processing, cancellations, returns and related customer service. We will track the volume and amount of sales generated by your site and will make unaudited reports, summarizing this sales activity, available to you through our site. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted.

4. Commissions.
We will pay you a commission equal to one dollar ($1) for every signup for Gorilla Web free service generated through the link from your site to our Red Gorilla site. Signup application has to include a unique and valid Email address.  Signups DO NOT need to convert into paying customers for an affiliate to be paid. In addition, for affiliate who join our Affiliate Network before or on May 31, 2000, we will pay a commission of fifteen dollars ($15) for a purchase of Gorilla GoPack or Gorilla Power Pack services by a Gorilla Web users who initially signed up through the link from your site.  For affiliate who join Red Gorilla Affiliate Network after May 31, 2000, the above commission will be ten dollars ($10). The purchase has to be made within one year from the day of initial signup for affiliates to get paid.

The Commission Rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Rate via the email you provide us with. Net Sales will also be reduced for amounts due to credit card fraud. A commission 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 commission will be paid if the visitor to our site cannot be tracked by our system.

For a signup or purchase to generate a commission, the customer must follow the Link from your site to our site, and completely signup for a free service or complete a purchase through our online ordering system.

The following scenarios are presented for the purpose of illustration only and we maintain the sole right to determine when and if a commission payment is due: (i) if a visitor comes to our site once from a link from Site A, but does not signup and then later returns to our site from a link from Site B, where they then signup - all commissions will be paid to Site B; (ii) if a visitor comes to our site from Site A, but does not signup and later returns directly to our site to signup no commission will be paid.

5. Commission Payment.
We will pay you commissions on a monthly basis. Approximately 45 days following the end of each calendar month, we will send you a check for the commissions earned on Net Sales of Product sold and numbers of Free Signups generated that month, less any taxes that we are required by law to withhold. However, if the commissions payable to you for any month are less than $25.00 (the "Commission Payment Floor"), we will hold those commissions until the total amount due is at least equal to the Commission Payment Floor. The Commission Payment Floor is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Payment Floor.

If a Customer disputes or rejects a purchased Product, and Red Gorilla has already paid Affiliate Commission Fees based on the sale of that Product ("Disputed Commission"), Red Gorilla will deduct the amount of the Disputed Commission from Affiliate's next monthly Commission Fees payment. If there are no subsequent Commission Fees due Affiliate, Red Gorilla will send Affiliate a bill for the amount of the Disputed Commission, and Affiliate agrees to pay such bill no later than thirty days after its receipt.

6. Reports of Sales.
You will be given a password and have the ability to enter a password protected site to receive your sales statistics on a daily basis.

7. Policies and Pricing.
Customers who buy Product through the Affiliate Network will be deemed to be customers of Red Gorilla. Accordingly, all Red Gorilla and 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 Affiliate Network 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 Red Gorilla Logos and Trademarks.
We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material (collectively "Red Gorilla Marks"), solely for the purpose of selling Product on your site for Red Gorilla. You may not alter, modify or change the Red Gorilla Marks in any way. You are only entitled to use the Red Gorilla Marks to the extent you are a member, in good standing, of the Affiliate Network.

You shall not make any specific use of any Red Gorilla Marks for purposes other than selling Product, without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Red Gorilla Marks in any manner that is disparaging or that otherwise portrays Red Gorilla in an negative light. We reserve all of our rights in the Red Gorilla and 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 Red Gorilla 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 Affiliates 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 publicize. 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 (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) 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 libelous 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.

Subject to the terms and conditions set forth below, we shall be the exclusive time tracking application on your site. You agree that you will not (directly or indirectly) allow any other person or entity to sell time tracking and invoicing solutions on your site or link their site to yours in connection with the promotion or sale of time tracking and invoicing solutions.

12. Term of the Agreements.
The term of this Agreement will begin upon our acceptance of your Affiliate Network 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 to terminate this Agreement. Upon such notice, you agree to promptly destroy or return to Red Gorilla all artwork pertaining to Red Gorilla in your possession or control and you shall immediately remove from your site any or all Red Gorilla Marks, links to the Red Gorilla site, and all references to Red Gorilla and their respective sites. 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 commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled 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 the e-mail address you provided, 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 commission fees, commission schedules, payment procedures, and Affiliate Network 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 Affiliate Network, 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 Red Gorilla 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 Affiliate Network, Red Gorilla's performance, 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 Affiliate Network will not exceed the total commissions 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 Affiliate Network or any Product or other items sold through the Affiliate Network. 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 (i) provision of any law, rule, regulation, order, judgement or decree to which you are subject or which is binding upon you, or (ii) 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 Affiliate Network, 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 Affiliate Network Agreement made specifically for your site and not generally available to other members of the Affiliate Network, website, business and financial information relating to Red Gorilla customer and vendor lists relating to Red Gorilla, and pricing and sales information for Red Gorilla and any members of the Affiliate Network, 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 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. We make no warranty, express ed 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, customer 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 Red Gorilla, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' 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 (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or 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 AFFILIATE NETWORK 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 the United States and the State of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in San Francisco, California 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 RED GORILLA. BY CLICKING ON THE "JOIN NOW" BUTTON AT THE END OF THIS AFFILIATE NETWORK AGREEMENT, YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE NETWORK AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF.