1. ENROLLMENT IN THE PROGRAM
To begin the enrollment process, you need to submit a complete Program application ("Application"). This Application can be found on our web site. We will evaluate your application in good faith and we will notify you of your acceptance or rejection.

We may reject your application for any reason whatsoever, including, but not limited to our determination (in our sole discretion) that your Site is unsuitable for the Program. Unsuitable Sites include, but are not limited to, those that: (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) promote illegal activities; (e) infringe intellectual property rights of ours or any third party or otherwise violate the rights of any third party: (f) contain in our sole judgment material that is defamatory, fraudulent, or harassing to us or any third party; or (g) promote the use of any pyramid or similar schemes.

Once we accept your application, we will provide you with access to our affiliate program. If we reject your application, you are welcome to reapply to the Program at any time.

2. LINKS ON YOUR SITE / NEWSLETTER
PRODUCT GRAPHICS AND HOME PAGE LINKS. You may select any one or more graphics we offer to feature on your site or newsletter. You may change the selection of your featured graphic at any time, without our approval. You can display on your site a word or words, graphic image(s), or combination of words and images. The content, style and placement of these words and images will be your sole responsibility and within your sole discretion provided that you comply with the terms of this Agreement. You must ONLY place word(s) or graphic image(s) links on your site utilizing the code provided. You may NOT "hard" code image(s) on your site. You may not modify any of our graphics, content, tools, text, trademarks, logos or any of our images (collectively "Images") in any way.

For each selected graphic, we will provide an electronic link to the Academex Limited Site using an Affiliate URL provided by us (a "Link"). It is your sole responsibility to set up and maintain the electronic Links connecting your Site to the appropriate page on Academex Limited Site designated for that particular graphic, and ensure that the electronic Links are in good and working order.

You acknowledge and agree that (i) the Links, Graphics, Images, or any other material provided to you by us for inclusion on your Site may include Academex Limited trade name, trademark, service mark and/or logo (the " Academex Limited Brand Features"), (ii) you have no right to alter or modify such Academex Limited Brand Features (iii) you will not use or display the Academex Limited Brand Features or any of the other Images in any manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of Academex Limited or the Manager or the goodwill associated with the Academex Limited Brand Features.

3. ORDER PROCESSING
We will process product orders placed by customers who follow any Links from your Site to the Academex Limited Site. We reserve the right to reject orders that do not comply with any 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, cancellations, and returns; and handle customer service. We will track sales made to Customers who purchase products using Links from your site to our Site and will provide you with access to reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion but will generally be available on a continuous basis. You hereby agree not to disclose the information contain in these reports to any third party without prior written or electronic consent.
To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your and our Site are properly formatted. All HTML tags are to be generated using the special HTML tags provided by us and are not to be altered in any manner. We will not be responsible for tracking and reporting sales that were not made through a Link formatted to our specifications.

4. REFERRAL FEES
We will pay you Referral Fees on certain product sales to certain Customers as defined below. For a product sale to generate a Referral Fee, a Customer must follow a Link (in the format specified by us) from your Site to the Academex Limited Site, purchase one or more of the Eligible Products using our automated ordering system, and remit full credit card approved payment to Academex Limited. We will not, however, pay Referral or other fees on any products that are subsequently purchased or added to a Customer's Shopping Cart after the Customer has reentered the Academex Limited Site (other than through a Link from your Site), even if the customer previously followed a Link from your Site to the Academex Limited Site. Products that are entitled to earn Referral Fees under the rules set forth above are hereinafter referred to as "Eligible Products."

You will earn Referral Fees based on the Sale Price of Eligible Products (as defined above), according to fee schedules to be established by us (and which we retain the absolute right to modify at any time) "Sale Price" means the sale price listed in our catalog for each product that we sell. The Sales Price shall not include costs for shipping, handling, gift-wrapping (where and when applicable), and taxes.

5. FEE AMOUNT
Referral fees earned pursuant to Section 4 shall equal 20% for each order in accordance with the provisions and procedures of this Agreement ("Referral Fees). In our sole discretion, we may establish other special commission rates with respect to certain promotions.

6. FEE SCHEDULE
We will pay you Referral Fees on a monthly basis. Within fourteen (14) days following the end of each calendar month, we will send you a check for the Referral Fees earned on Eligible Products that were shipped during that month, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar month are less than one hundred United states dollars (US$100), we may withhold those fees until the total amount due is at least one hundred United states dollars (US$100), or (if earlier) until this Agreement is terminated. If an Eligible Product that generated a Referral Fee is returned or canceled, we will deduct the corresponding fee from your next monthly payment. If there is no subsequent payment, we will send you an invoice due in ten (10) days for the canceled Referral Fee.

7. POLICIES AND PRICING
Third parties who buy products through this Program will be deemed to be customers of Academex Limited ("Customers"). Accordingly all Academex Limited rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those Customers. We may change our policies and operating procedures at any time and for any reason. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time.

Because price changes may affect Products that you already have listed on your Site, you may not include price information in your product descriptions or otherwise on your Site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

8. LIMITED LICENSE
Academex Limited grants you a limited, nonexclusive, non-transferable, world-wide revocable right to use the Graphic and message described in Section 8 and such other Graphics and Images for which Academex Limited grants express written permission, solely for the purpose of identifying your Site as a Program participant and to assist in generating product sales. You may not modify any graphic, content, tool, text, trademark, or any of our images in any way. Academex Limited reserves all rights in the graphics, the messages, any other images, trade names and trademarks, and all other intellectual property rights. Academex Limited may immediately revoke your license at any time and for any reason upon giving you oral, written or electronic notice.

You hereby acknowledge and agree that Academex Limited will own all right title and interest in and to all information that is created or collected in connection with this Agreement, including, without limitation, (i) any contact information collected from any Academex Limited Customer who enters Academex Limited Site from a link from your ("Affiliate Customers") and (ii) any information regarding click-through rates or product purchase by Affiliate Customers ("Sales Information"). Subject to the terms and conditions of this Agreement, Academex Limited grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without Academex Limited prior written approval.

9. 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, including, but not limited to the technical operation of your Site and all related equipment; posting Graphics on your Site and linking those Graphics to our Site; the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials); ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights) ensuring that materials posted on your Site are not libelous, violate any provision of this Agreement or otherwise illegal or unlawful.

THE ACCURACY AND LEGALITY OF ALL PRODUCT EFFICACY CLAIMS: YOU MAY NOT MAKE SPECIFIC CLAIMS REGARDING THE EFFICACY OF ANY PRODUCT. IF YOU MAKE UNSUBSTANTIATED PRODUCT CLAIMS WITH RESPECT TO PRODUCTS WE SELL, YOUR MEMBERSHIP IN THE Academex Limited AFFILIATE NETWORK MAY BE TERMINATED IMMEDIATELY UPON NOTICE.

We disclaim all liability for the matters stated in this Section 10. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the content development, operation, maintenance, and contents of your Site or any breach of your obligations under this agreement.

10. 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 Academex Limited may terminate this Agreement at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination.

You are only eligible to earn Referral Fees on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, (i) all licenses hereunder shall terminate, (ii) you shall immediately remove any links, graphics, or any other Academex Limited intellectual property or Academex Limited brand features from your Site and (iii) section 14, 15, and 20 and this section will survive such termination.

11. MODIFICATION
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our web site. Modifications may include, but are not limited to, changes in Referral Fees, fee schedules, payment procedures, and Program rules. 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 WEB SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

12. RELATIONSHIP OF PARTIES
You and Academex Limited 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.

13. LIMITATION OF LIABILITY
Academex Limited will not be liable to you or any other person or entity for any special, indirect, consequential or exemplary damages (including, without limitation any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we or any of our representatives have been advised of the possibility of such damages. Further, our aggregate 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. All claims made hereunder by you against us shall be made within ninety (90) days of the act or omission, which forms the basis of such claims.

14. 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 fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Academex Limited Site or any other Site sponsored by us in connection with this Agreement will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors or termination of any services, products or this Agreement.

15. 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 OTHER THAN AS EXPLICITLY SET FORTH IN THIS AGREEMENT.

16. IDENTIFICATION OF AFFILIATES
We may identify you or your Site as a participant in the Program without providing you prior notice or obtaining your specific written consent. Such identification may be oral, written, or electronic, and may include, but is not limited to, public announcements, promotional materials, internal and external reports, and public filings.

17. NON-ASSIGNMENT AND SUCCESSORS
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 be enforceable against, the parties and their respective successors and assigns.

18. SCOPE OF AGREEMENT
This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties.

19. MISCELLANEOUS
The laws of Hong Kong govern this Agreement. Any action relating to this Agreement must be brought in the federal or state courts located in Hong Kong, and you irrevocably consent to the jurisdiction of such courts. 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.

As used herein, certain capitalized words (or any variation thereof) shall have the meaning as herein provided. Any conflict between said capitalized words and any other meaning shall be resolved as herein provided. Unless otherwise stated above, all notices and other communications required or permitted hereunder shall be in writing and shall be delivered personally or transmitted by email to Academex Limited at info@academex.com.hk or by mail to Academex Limited, Academex Limited, 2311 Miramar Tower, 1 Kimberly Road, Tsimshatsui, Kowloon, Hong Kong, or if to you at the Email address designated on your Application.

If the person entering into this Agreement is acting on behalf of his or her company or organization, such person hereby represents to Academex Limited that he or she has all requisite power and authority to enter into this Agreement on behalf of such company or organization, that this Agreement has been duly authorized by such company or organization and that this Agreement will constitute a legal, valid, an binding obligation of such company or organization. Such person hereby agrees to indemnify and hold harmless Academex Limited from any and all claims, damages and expense (including without limitation attorney's fees) arising from any breach of this section.