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Partner Agreement

This Agreement contains the complete terms and conditions that apply to your participation as a Partner in the worlddo.com Pty Ltd ("Worlddo") Partner Program.

By signing on as a Partner, you have read and understood the terms of the Partner Program herein, and agree to be legally bound by the terms.

1. Enrollment in the Program

To begin the enrollment process, you will submit a completed Partner Program registration form from the Worlddo Web Site. All information provided must be genuine and correct. If not, your account as a Partner may be terminated without notice. We may reject your application if we determine (at our sole discretion) that your site or business is unsuitable for our Partner Program for any reason including, but not limited to, inappropriate business field, unaccessible web site, a high distribution of other Partners in your geographical area, violence promoted at your web site, sexually explicit materials, discrimination based on race, sex, religion, nationally, disability, age, sexual orientation, promote illegal activities, or incorporates materials that infringe or assist others to infringe on copyright, trademark or other intellectual property rights. If we reject your application, you may reapply to our Partner Program at any time. Also note that if we accept your application, and either your web site is thereafter determined (at our sole discretion) to be unsuitable for our Partner Program, or insufficient numbers of sales are being made by you, then we may terminate this Agreement. In the case of termination, Worlddo has the right to determine in its sole discretion whether or not future payments owing to you under the Program will be forfeited, and will take all factors into account when reaching this decision. Should Worlddo ever introduce an Affiliate Program for Partners, then the terms of this Agreement shall also equally apply to any such Affiliate Program.

2. Partner ID

Upon acceptance into the Worlddo Partner Program, you will be sent a unique Partner ID. You will use this Partner ID to reference yourself on order pages and wherever else appropriate.

3. Links on Your Site

You may link to the Worlddo web site from your web site. Should Worlddo ever introduce an Affiliate Program for partners, then you may link to the Worlddo web site using the link code generated under any such Affiliate Program.

4. Policies and Pricing

Partners who buy products and services through our Partner Program will be deemed to be customers of Worlddo. Accordingly, all Worlddo rules, policies, and operating procedures concerning customer service and product sales will apply to those customers. We may change our policies, pricing and operating procedures at any time. Worlddo will determine prices to be charged for products and services sold on our Web Site and under our Partner Program in accordance with its own pricing policies, and reserves the right to change pricing for any product at any time for any reason.

5. Resellers

(a) Services contracted and products purchased by customers because of you shall be identified by virtue of your Partner ID in the payment process. We are responsible for order processing and fulfillment including, but not limited to, creating a Worlddo ASP, Web Hosting Account or Application Server ASP account for customers (the "Service"), processing payments, returns and handling customer service. Sales initiated by customers tracked from your site to our site will be recorded in sales reports available to you via a monthly email report.

(b) The Commission Amount is as per the schedule published on the front web page of the Partners Center on the Worlddo web site. The Commission Rate is subject to change at any time or from time to time, in our sole and absolute discretion.

(c) Commissions will be paid within 5 days of receipt of payment, other than the first 30 days of a client's use of the Service due to our 30 day money back guarantee. In that case, you will be paid at the end of the first 30 days, and then for the second month within 5 days of payment. Beyond that, payments will be made regularly within 5 days of payment until the client terminates the Service. Similarly, where Worlddo guarantees services and payments are affected or penalties incurred as a result, then commissions will be deducted in accordance with such payments or penalties. If we don't get paid, you don't get paid. Commission payments shall be made with PayPal, a service run by e-Bay Inc. at paypal.com. Wire Transferring Costs (if any) will be deducted from your account. Net sales may be reduced for amounts due to credit card fraud, bad debts, cancellations and credits related to customers you introduce. No commission will be paid if your Partner ID is not entered into the payment process.

(d) Worlddo is a trademark of worlddo.com Pty Ltd. We grant you a non-exclusive, revocable right to use the graphic image and text and such other images for which we grant express permission, solely for the purpose of identifying your site as a Worlddo Partner Program participant and to assist in generating product and service sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

6. Rebranding

A Rebranding Package may be offered to Partners by Worlddo. Upon the receipt of proper payment for Worlddo's Rebranding Package offered in its Partner Center on its Web Site, when available, you may rebrand Worlddo with your own logo and rename Worlddo Editions. When you purchase this package and rebrand Worlddo, you may label the application with your own copyright notice ON CONDITION THAT in doing so, you understand and agree that Worlddo is always the copyright and intellectual property owner of the Worlddo application. Worlddo reserves the right to withdraw any such Rebranding Package at any time, but in doing so, will continue to fulfil any obligations in relation to any Packages previously sold in accordance with this agreement and other policies.

7. Development and Extension

You may extend Worlddo to suit your purposes, including adding modules, changing interface layouts, changing colors, fonts, and more. To do this, you are required to purchase a Developer Account. In this case, you may sell any such modules for any price you see fit and intellectual property remains yours. You may only rebrand the application upon payment of the Rebranding Package fee.

8. Reasonable Responsibilities

In lieu of recurring commission payments, certain reasonable responsibilities are given to you. These are: maintaining communications and providing limited support to your customers. From time to time, Worlddo may contact you and request support assistance to resolve any related issues that may arise. If you do not fulfil these responsibilities, then we reserve the right to review your participation in the Partner Program, to withold commission payments to you either for the month in question, or if the lack of response is continuing, to withold and forfeit all commission payments.

9. Responsibility for Your Actions

You will be solely responsible for your own actions and conduct when dealing with potential and existing Worlddo clients. Worlddo shall have no responsibility for your actions or conduct when dealing with potential and existing Worlddo clients, not for the development, operation and maintenance of your web site and for all materials that appear on your site. You hereby represent and warrant to us that materials posted on your web 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, nor will we be responsible for bad behavior. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to any such conduct referred to in this paragraph.

10. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Worlddo Partner Program registration and will end immediately 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 written notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for Worlddo to terminate this Agreement. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all banners and Worlddo trademarks, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with our Partner Program. You are only eligible to earn referral fees on sales of our services and products (as per schedule) occurring during the term, and commissions earned through the date of termination will remain payable only if the related services are completed and paid in full.

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 Website or by e-mail to your address in our records. Modifications may include, but not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Partner Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in our Partner Program, following our posting of a change notice or new agreement on our Website, will constitute binding acceptance of the change.

12. Relationship of Parties

You and Worlddo 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 Website or otherwise, that reasonably would contradict anything in this Section.

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 our Partner Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and our Partner Program will not exceed the total referral fees paid or payable to you under this Agreement.

14. Disclaimers

We make no express or implied warranties or representations with respect to our Partner Program or any products sold through our Partner Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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 our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

15. Indemnification.

You hereby agree to indemnify, defend and hold harmless Worlddo, its members, managers, 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 Partner Program 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.

16. Severability

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

17. Miscellaneous

This Agreement will be governed by the laws of Queensland, Australia, without reference to rules governing choice of laws. Any and all litigious action whatsoever will be conducted in Brisbane, Queensland, Australia notwithstanding any reason, connection, nexus or association that may or may not give rise to the right to conduct legal action in any other country. Any action relating to this Agreement must be brought in the courts located in Queensland, Australia, 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, work 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.

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 WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

30 August 2004