GoPets Affiliate Program Agreement

Parties : GoPets, Ltd., a Korean corporation (“Gopets” or “We”) with offices at 942-18 2nd 4th Floor, Daechi-Dong, Kangnam-gu, Seoul, Korea 135-280

and

Recital : This Agreement contains the terms and conditions that apply to your participation as an Affiliate (defined below) of the GoPets affiliate program (“Affiliate Program”) who wish to engage in commercial activities with GoPets.

1. Enrollment/Applications

1.1 Program Enrollment. To apply for participation in the Affiliate Program, You must properly complete an Affiliate Program application (“Application”) and submit to GoPets via our web site located at http://www.gopetslive.com. We reserve the right to accept or reject the Application at our sole discretion. If You do not receive a notice of rejection from GoPets within thirty (30) days of submitting your Application, your Application shall be deemed accepted, provided however, GoPets may review an Application submitted to GoPets at any time.

2. Description of GoPets Services

2.1 GoPets Service. GoPets has developed and operates a virtual world that allows its users to create and update online profiles. You acknowledge that: (i) by using the Service (defined below) You may have access to designs, games, text, graphics, pictures, video, information, software, source code, tools, music, sound and other files, and their selection and arrangement, and other creative output (collectively, "GoPets Content"), and (ii) third party content may be provided under license (“Third Party Content”) by independent content providers including contributions from other users of the Service (“Content Providers”). We allow Content Providers access to the application program interfaces for use with Our Website (the "APIs"). This Third Party Content may reside on GoPets servers or on the servers of a third party. Our principal web site is located at http://www.gopetslive.com and http://www.gopets.net and may, at GoPets sole discretion, extend to future web sites owned or controlled by GoPets (collectively, “Our Website”). The GoPets Content, APIs, Our Website and any other GoPets software collectively constitute the service ("Service") as used in this Agreement. You understand and agree that the Service is provided “as is” and that GoPets assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service, and that any access may involve third party fees (such as internet service providers or airtime charges). In addition, You must provide and are responsible for all equipment necessary to access the Service.

3. Affiliate Program

3.1 Affiliate Program. You will be able to participate as an affiliate ("Affiliate") of the Affiliate Program. As an Affiliate, you will be permitted to establish links from your web site ("Your Website") to Our Website at the URL designated by GoPets. Affiliates are free to use a range of tools supplied from GoPets (as set forth in Section 3.6) to assist in referring users to Our Website. The term “Referred User” for the purposes of this Agreement shall be any individual who registers on Our Website through an Affiliate Link (defined below) from their personal computer or other electronic communication devices, and such individuals shall be considered Referred Users for a period of one (1) year from the time of registration. Upon the expiry of such one (1) year period, such individual shall cease to be considered as a Referred User under this Agreement.

3.2 Links to GP Site. GoPets will provide You with instructions for You to provide one or more links to Our Website (“Affiliate Link”). By establishing the Affiliate Link to Our Website or providing the Affiliate Link to a potential Referred User, You shall be entitled to earn fees (“Referral Fees”) on all Net Revenues (defined in Section 3.3) generated by your Referred Users in the GoPets world.

3.3 Affiliate Tiered Referral Fees. GoPets agrees to pay You a Referral Fee consisting of a Net Revenue share according to the following schedule:

Affiliate Level of Participation	Affiliate Net Revenue Share	Cumulative Net Revenue received by GoPets from all Affiliate Links ($US)
Green	5% of Net Revenue	$0 - $99
Pink	10% of Net Revenue	$100-$999
Silver	20% of Net Revenue	$1,000 - $9,999
Gold	30% of Net Revenue	$10,000 - $99,999
Platinum	50% of Net Revenue;	$100,000 +

For clarity, GoPets will only be required to pay the percentage of Net Revenue specified at each level (i.e. Nickel, Silver etc). By way of example and not limitation, the percentage of Net Revenue payable at the Nickel Level of Participation on the first Net Revenues received from $0 to $99.00 will be five percent (5%). GoPets shall not be required to pay a greater percentage of such first Net Revenues from $0 to $99.00 even if You subsequently reach the next level of participation (Bronze). If You reach the Platinum Level of Participation then Your Net Revenue Share will be fifty percent (50%) of the Net Revenues starting from $100,000.00 and over.

“Net Revenue" means the total revenue actually received by GoPets from all Referred Users (such amount being the total of the amounts spent by a Referred User in subscription fees and similar fees paid to GoPets and amounts spent in acquiring Gold Shells from a Referred User) within the Service, during the Term, less the following:

(i) value added taxes and similar taxes;
(ii) amounts payable to system providers (e.g. charges and fees for credit cards, bank transfers, pre-paid retail cards, mobile or land line transfers, or any other payment method to effect payments and transfers with the applicable Referred User);
(iii) (i)GoPets operations cost of ten percent (10%) of the balance after deducting (i), (ii) and (iii) above; and
(iv) GoPets operations cost of ten percent (10%) of the balance after deducting (i), (ii) and (iii) above; and
(v) (i)payments to Content Providers in relation to Content purchased by such Referred User (calculated in accordance with the Content Provider Program).

In the event of any overpayment of Referral Fees or other monies by GoPets to You under this Agreement, GoPets will be entitled to deduct such sums from any and all Referral Fees due hereunder or such sums may be charged to and collected from You at GoPets sole discretion. Without limiting the aforesaid, You agree to pay GoPets said monies or the amount of any such overpayments within thirty (30) days of GoPets notice thereof.

Notwithstanding anything contained in this Agreement, GoPets shall not, in any circumstance, be required to pay a Referral Fee on any Net Revenue generated by, derived from, or resulting from any fraudulent, illegal or dishonest activities (including, without limitation, any tampering, hacking or similar interference of Our Website or Service by or via any automated system, including, without limitation, ‘robots’, ‘bots’, ‘spiders’ or other system or device or by any party including Referred Users or other parties acting in concert with Referred Users or otherwise) (collectively “Tainted Net Revenues”). In the event that GoPets actually receives such Tainted Net Revenues and pays the applicable Referral Fee thereon to You (“Tainted Referral Fees”) but GoPets subsequently determines that such Tainted Net Revenues must be refunded, then the applicable Tainted Referral Fees shall be considered an overpayment and shall be repaid by You in accordance with the provisions of the immediately preceding paragraph after GoPets notifies You that such Tainted Referral Fees are to be repaid to GoPets and GoPets provides evidence that the Tainted Net Revenues must be refunded to the appropriate party.

3.4 Payment of Referral Fees. On a Monthly basis, We will pay You a Referral Fee, in accordance with the terms and conditions set forth in this Section 3.4 and the schedule above, based on the Referred Users that have been recorded from your designated Affiliate Link. For a Referred User to generate a Referral Fee to You, the Referred User must have paid for GoPets Content or service plans and GoPets must have received the full amount payable from such Referred User during the term of this Agreement.

3.4.1 Payment Method. For each month in which the Referral Fee due to You is less than Ten Thousand United States Dollars ($10,000.00), GoPets will issue You direct payment of the Referral Fee to the PayPal account that You designate within thirty (30) days following the end of that calendar month. For each month in which a Referral Fee due to You is Ten Thousand United States Dollars ($10,000.00) or greater, GoPets will pay You the Referral Fee by direct wire transfer (subject to prior account set up with GoPets; if no such account is set up, payment will be made by PayPal as specified above) within thirty (30) days following the end of that calendar month. If the amount payable in Referral Fees to You is less than Twenty Five United States Dollars ($25.00) in any particular month, GoPets may, in its discretion, hold back payment of such amount until such time as the cumulative Referral Fees are greater than Twenty Five United States Dollars ($25.00).

3.4.2 Gold Shells Conversion. GoPets Content and service plans may be priced in hard currency as United States Dollars or the virtual currency (the “Gold Shells”) used in connection with Our Website or any future virtual currency that has direct monetary value used in place of or in addition to Gold Shells as a virtual currency on Our Website. You agree that GoPets will determine, at its sole discretion, the value of one Gold Shell from time to time on a monthly basis, and in any event, on not less than an annual basis based on its value on the global market.

3.4.3 Reports. For each month in which Referral Fees are payable to You in accordance with subsection 3.4.1, GoPets will provide a report (“Report”) to You for setting out the Net Revenues, all deductions thereto, which shall be itemized, and the amount of the Referral Fees payable to You for the relevant period. Each Report shall be deemed final and accepted by You unless, within thirty (30) days from the date of receipt of such Report, GoPets receives from You a written notice of objection setting out the particulars of your objection in sufficient details to enable GoPets to understand the objection, in which case, GoPets shall reasonably determine to accept some or all of your objections and shall issue a replacement Report and/or adjustment to the Referral Fee payment, as applicable to You.

3.4.4 GoPets Users. All Referred Users who engage in activities on Our Website under the Affiliate Program shall be deemed a user of GoPets. Accordingly, Referred Users and their transactions with GoPets shall be governed by all the policies, terms and conditions that Referred Users of GoPets are subject to. GoPets will at all times prominently post links to its Terms of Service and privacy policy on all pages of Our Website, will comply with the Terms of Service and the privacy policy, and will notify Referred Users of any changes to the Terms of Service or privacy policy by prominently posting such changes on Our Website.

3.5 Taxes. In the event GoPets is legally required to withhold taxes on payments to You, GoPets may deduct such taxes from the amount owed to You and will pay them to the appropriate tax authority. GoPets will set out the amount of any such withheld taxes in the applicable Report to You in itemized form. If the tax withholding amount is greater than Two Hundred Fifty United States Dollars ($250.00), GoPets will use commercially reasonable efforts, to provide a separate written confirmation to You if GoPets receives a written request from You.

3.6 License for Links and Licensed Materials. During the term of this Agreement, We grant to You a limited, non-exclusive, non-transferable worldwide right and license to (i) access Our Website through Affiliate Links solely in accordance with the terms and for the purposes of this Agreement; and (ii) use our logos, tools, banner links, pet gadget(s), trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to You solely in connection with such links, and subject to Section 3.7 below. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials during such time as you are a member in good standing of the GoPets Affiliate Program. This license will terminate immediately upon termination of this Agreement. Upon termination of this Agreement, You agree that You will immediately cease all further use in any manner of any of the Licensed Materials on any site that You own, operate or control.

3.7 Use of Licensed Materials. You shall not make any use of any part of the Licensed Materials for any purpose other than promoting our Service. You agree to use the Licensed Materials in accordance with the trademark and related policies of GoPets as established and revised from time to time and provided in writing to You, and, without limitation, You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays GoPets in a negative manner. You may not register the words GoPets or variations thereof for use in any search engine, portal, advertising service or similar services service. You may not purchase or register search engine keywords, AdWords, search terms or other identifying terms and domain names that include the word "GoPets" or any variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Specifically, this policy prohibits You from bidding on (i) "GoPets" and any keyword string that includes this term; (ii) variations of GoPets trademarks; or (iii) any form of our trademarks or variation or misspelling thereof in connection with foreign country or other domain extensions.

3.8 Trademark License. GoPets hereby grant to You a non-exclusive, non-transferable trademark license to use the GoPets logo, in text or graphic form as provided, for the purpose of electronically hypertext linking to Our Website. All use of GoPets trademarks, Licensed Materials and links as permitted in this Agreement will accrue to the benefit of GoPets, and You will acquire no right, title or interest in such trademarks, Licensed Materials and links other than the license granted herein. GoPets will retain sole exclusive rights and control over its trade marks, service marks and trade names.

3.9 Representations of Affiliate.
You represent and warrant that :
(i) You, if You are a company, are duly organized, validly existing and in good standing, and are qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out your obligations under this Agreement;
(ii) 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;
(iii) You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
(iv) You have sufficient right, title, and interest in and to your materials to grant the rights granted to GoPets in this Agreement; and
(v) (i)there is no pending, or to the best of your knowledge, threatened claim, action or proceeding against You, or any affiliate of yours, with respect to your execution, delivery or performance of this Agreement, or with respect to the materials that You will deliver under this Agreement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.

4. Go Pets Content and Service Ownership

4.1 Ownership. All GoPets Content, Licensed Materials, Third Party Content and the Service are the proprietary property of GoPets, its users or its licensors with all rights reserved. No GoPets Content, Licensed Materials, Third Party Content or any part of the Service may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without GoPets prior written approval. You must acknowledge and agree that the GoPets Content, Licensed Materials, Third Party Content and the Service, and any necessary software used in connection with the GoPets Content and the Service (referred to as "Software"), may contain proprietary and confidential information that is protected by applicable laws governing intellectual property, proprietary rights and the like. All GoPets code and specifications are subject to their specific or implied licenses.

4.1.1. No Transfer of Ownership. The rights granted by GoPets herein do not constitute any assignment of ownership or other transfer to You of ownership interests therein or in any property of GoPets, including without limitation, any domain name, GoPets Content, Software, Licensed Materials, website or in any intellectual property of GoPets. At no time during or after the term of this Agreement will You challenge or assist others to challenge any GoPets trademark, logo, or trade dress (except to the extent expressly prohibited by applicable law) or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to any GoPets trademark, logo, or trade dress.

4.2 Changes to GoPets Content and Service GoPets reserves the right to modify or discontinue, temporarily or permanently, all or any part of the GoPets Content or Service with or without notice at any time. You agree that GoPets shall not be liable to You or to any third party for any modification, suspension or discontinuance of Service and/or the GoPets Content. You also agree that the Software may automatically update itself by downloading a newer version in order to remain current with Service requirements. Modifications may include (but are not limited to) changes in the scope of available Referral Fees, the calculation of Net Revenue, the payment procedures, and rules of the Affiliate Program. If any modification to this Agreement is unacceptable to You, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement or our written notice to You will constitute your binding acceptance of the change.

5. User Data

5.1 Ownership of User Data. GoPets will own all user information generated on pages of Our Website (“User Data”); and all terms and conditions, rules, policies and operating procedures of Our Website will apply to such user; and GoPets will retain the right to change such terms and conditions, rules, policies and operating procedures at any time.

6. Term.

The term of this Agreement shall begin upon our acceptance of your Affiliate Program Application and shall end when terminated by either party in accordance with Section 7 below. You are only eligible to earn Referral Fees during the term of the Agreement.

7. Termination

7.1 Either Party for Breach If either GoPets or You is in material breach of this Agreement and does not cure such breach within thirty (30) day of receiving written notice from the other party (the “Non-defaulting Party”) setting out the particulars of the breach in reasonable detail, then the Non-defaulting Party may terminate this Agreement by giving a written notice of termination.

7.2 Either Party for Convenience This Agreement may be terminated, in whole or in part, from time to time, by either party. Termination of this Agreement shall be effected by written notice to the other party specifying the date of such termination. The date upon which such termination becomes effective will be no less than thirty (30) days after the notice is received.

7.3 Effect of termination. Upon termination of this Agreement for any reason, You will immediately cease any use of, and remove from Your Website, all Affiliate Links to Our Website and any of GoPets Content and/or Licensed Materials appearing on Your Website, and You will immediately return all of the Licensed Materials, Software and/or any GoPets Content within your possession or control. Notwithstanding anything to the contrary herein, all licenses previously granted to Users will continue in effect notwithstanding the expiration or termination of this Agreement.

8. Limitation of Liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOPETS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GoPets HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

9. Indemnification.

You hereby agree to indemnify and hold harmless GoPets and its subsidiaries and affiliates, and their directors, officers, employees, agents, attorneys, shareholders, partners, partners, managers, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of Affiliate's materials infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, or (iii) any claim related to Your Website, including, without limitation, content therein not attributable to us.

10. Independent Investigation.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

11. Governing Law.

This Agreement shall be governed by the laws of the United States and the State of California applicable to agreements executed and wholly performed therein. Any action relating to this Agreement must be brought in the courts located in Singapore, and you irrevocably consent to the jurisdiction of such courts. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

12. Severability.

If any term, clause or provision of this Agreement shall be deemed invalid or unenforceable for any reason, the remainder of this Agreement shall remain valid and enforceable in accordance with its terms.

13. Agreements.

In addition to the terms and conditions set forth in this Agreement, You hereby acknowledge and agree to the terms and conditions set forth in the GoPets Terms of Service Agreement located at [insert URL]. In the event of a conflict between this Agreement and the Terms of Service, the terms of this Agreement shall control.

14. Waiver.

GoPets 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.

15. No Assignments.

You may not assign this Agreement, by operation of law or otherwise, without GoPets prior written consent.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND GOPETS LTD. BY CLICKING ON THE "APPLY" BUTTON AT THE END OF THE AFFILIATE PROGRAM APPLICATION; YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.