AFFILIATE AGREEMENT

These TERMS and CONDITIONS are hereby entered into as of the date last below written, and ACCEPTED by and between "Company" and "Affiliate". Company and Affiliate may sometimes be referred to individually as the "Party" and collectively as the "Parties."

RECITALS

A. The Company publicizes the availability of an offshore licensed dispensing pharmacy as a source of affordable pharmaceuticals ("Product'). The Company receives promotional considerations for the creation and maintenance of a website, and for marketing, publicity, and public relations efforts directly from the pharmacy and does not sell drugs nor transmits funds for such sales.

B. The Affiliate or Partner, as an independent marketing and sales consultant acting on behalf of its client, a licensed dispensing offshore pharmacy, possesses the ability to refer the availability of its client as a source of affordable pharmaceuticals to the public, utilizing the Company's website. Affiliates can include affinity groups, trade associations, unions, and any large organization that wish to offer their members access to low drug prices, while earning income for its treasury.

C. The Client Pharmacy ("Client") is the offshore licensed dispensing wholesale provider, the shipping, and delivery and refund-processing source referred by Company and Affiliates. All drugs sold by the pharmacy are sold directly to the ordering customer. There shall be no privacy of contract between pharmacy and customers of Affiliates or Affiliates

D. The Products are considered all pharmaceuticals, generic and brand name, made available by Client Pharmacy of which availability Company publicizes.

NOW THEREFORE, in consideration of the foregoing Recitals, which are incorporated into the operative provisions of these terms and Conditions by this reference, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:
Term of the Agreement- The term of this agreement will begin upon Company's acceptance of Affiliate's application and will end when terminated by either party. Either Affiliate or Company may terminate this agreement at any time, with or without show of cause, by giving the other party written notice of termination. Affiliate is only eligible to earn referral fees on sales occurring during the term of the agreement. Notice by e-mail, to Affiliate's address on Company's records, is considered sufficient notice to terminate this Agreement.
Relationship of the Parties. Affiliate's relationship with Company shall be that of an independent marketing consultant and is not the agent, servant, or employee of the client pharmacy. Affiliate has no authority to make any commitment or assume any obligation on behalf of client pharmacy. There shall be no privacy of contract between pharmacy and customers of Affiliates. Neither Party shall have any authority, express or implied, to assume or create any obligations, responsibility, or liability on behalf of the other or to bind the other in any way whatsoever. Each Party shall act in its own name and be solely responsible for its actions, conduct and expenses, and the actions, conduct and expenses of its employees and agents. Parties are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate will not make any statement that would contradict anything in this section.
The client owns the payment page. The electronic payment system publicized on line by the Company is the agent of, and directly connected to, and is controlled by, and the property of the Client Pharmacy. All transactions, payments, and orders are transmitted from the customer directly to the Client's accounts and not to or through the Company.
The Company's website. The website is owned and operated by the Company. The Company and its Affiliates are independent marketing and sales consultants acting on behalf of their client, a licensed dispensing pharmacy located offshore. Affiliates may not use Company's name, banners, logos or links in any form of Spam or unauthorized advertising on and off-line. Any attempt of duplication of Company's website copyrighted content or any claims of ownership of Company's website by Affiliate will result in immediate termination.
The Company and its Affiliates do not sell drugs. The function of the Company's website is to publicize the availability of the Client Pharmacy as a source of affordable pharmaceuticals. The site owners and its Partners and Affiliates are not licensed to, nor do they, sell, dispense, or take orders for, or ship drugs, or handle or collect funds incident to such sales of pharmaceuticals.
Order Processing. Client Pharmacy will only process orders placed by customers on Company's website. Client Pharmacy will be solely responsible for all aspects of order processing and fulfillment, including order entry, collection of funds and processing, shipping, cancellations, returns and refunds and related customer service. Company will track the volume and the amount of sales generated by Affiliate's domain name and will send To Affiliate reports, summarizing this sales activity in form, content, and frequency that may vary from time to time in Company's discretion.
Pricing and availability. Product prices and availability may vary from time to time. Client Pharmacy and therefore Company cannot guarantee the availability or the price of any particular Product. Client Pharmacy may, at its sole discretion, change, suspend, discontinue or replace existing products.
Returns and Cancellations. If the customer later returns Product to the Client Pharmacy, the referral fee will be deducted from Affiliate's next monthly payment. If there is no next monthly payment (minimum threshold not achieved), the Affiliate will be billed by Company.
Promotional Techniques. After Company's approval of Affiliate's marketing plan, Affiliate is free to promote the assigned domain name in all the ways possible excluding inappropriate Internet marketing techniques. Examples of acceptable ways to promote the product are: through banners, text links, letters of recommendation to newsletters subscribers or Affiliate's client base. However, if SPAM is used (in any way, shape or form, including e-mail and newsgroup spamming), or Product offered on any WAREZ, CRACK, or SPAM oriented site, or unapproved marketing campaigns are initiated, Affiliate's account will be immediately terminated! The referral check due by Company to Affiliate for any sales generated during the month of termination will NOT be issued and will become property of Company.
Company's Promotional Offers to Affiliate. From time to time, Company, with Client's permission, will provide Affiliate's present and future clients with special promotional discounts on pricing or/and shipping of Product, thus allowing Affiliate to increase referral volume.
Spam. Use of unsolicited Email/Spam to promote Company's website is strictly prohibited. Affiliates reported to Company for use of Email/Spam will be immediately terminated (see section "Effects of Termination").
Trade & Service Marks are property of their owners. All trade and service marks mentioned on Company's website are recognized as belonging to their respective owners, including but not limited to Pfizer, Merck, Parke-Davis, Wyeth-Ayerst, Schering, AstraZeneca, SK Beecham, Searle, Ortho Pharm, Lilly, B-M Squibb, Dupont, Glaxo Wellcome, McNeil, Novartis, and Abbott. All trade and service mark references on Company's website are for illustration and comparison purposes only and do not constitute any representation of ownership or control of any such marks.
Set Up Fee. Free.
Compensation. Within the 10th day of the following month, Company will issue Active Affiliates a referral fee statement for the prior month of sales activity. Company will split referral fees with Affiliates in good standings for every sale through Affiliate's personal domain name based on a negotiated percentage equal to 10% of every gross sale plus $5 bonuses on leads on every sale and $25 on sales over $500.
Affiliate is required to reach the set monthly minimum threshold of $50 in earned referral fees for Company to issue referral fees payment (Active Affiliate). Amounts below minimum monthly threshold will be carried forward until minimum is met for full payout.
Mediation. Company will investigate and resolve any problems or discrepancies pertaining to referral fees, within (30) thirty days of an email notification of such problem by Affiliate to Company.
Disclaimers. Company makes no express or implied warranties or representations with respect to the Affiliate's activities or the legality of such business operations under local, state or Federal law, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of product of performance, product of dealing or usage of trade In addition, Company makes no representation that its operations and its website will be uninterrupted or error-free, and Company will not be liable for the consequences of any interruptions or errors. Affiliate hereby represent and warrant to Company that this Agreement has been duly and validly executed and delivered by Affiliate and constitutes Affiliate's legal, valid and binding obligation, enforceable against Affiliate in accordance with its terms; and that the execution, delivery and performance by Affiliate of this Agreement are within Affiliate's legal capacity and power; have been duly authorized by all requisite action on Affiliate's 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, judgment or decree to which you are subject or which is binding upon Affiliate, or (ii) the terms of any other agreement, document or instrument applicable to Affiliate or binding upon Affiliate.
Modification. Company may modify any of the terms and conditions contained in this Agreement, at any time and in Company's sole discretion.
Non-Circumvention / Non-Competition. Affiliate is bond not to have contact or engage competitive business with client pharmacy other than what set forth by this agreement. Monetary damages equal to 100% of profits or funds obtained by Affiliate, are to be paid to Company in the event any equitable relationship is established with Client Pharmacy as the result of Affiliate's referral activity. Parties acknowledge that monetary damages may not be sufficient remedy and that Company shall be entitled, without waiving any other right or remedies, to such injunctive or additional equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Affiliate's attempt of circumvention will result in the immediate termination of this agreement with loss of all rights by Affiliate including but not limited to all pending referral fees.
Limitation of Liability. Company 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 affiliate program, even if Company has been advised of the possibility of such damages. Products and information publicized on Company's web site are provided "as is," without any warranty of fitness for a particular purpose, or any other warranty. Company, its agents, servants, associates, representatives, and employees are not liable for any damages arising from the use of the products or information appearing on Company's web site, regardless of whether the damages are incidental, indirect, direct, or consequential. Further, Company's aggregate liability arising with respect to this agreement and the affiliate program will not exceed the total referral fees paid or payable to Affiliate under to this agreement.
Termination. In the event that Affiliate is in default of any term or condition or fails to perform any obligation herein and such default or failure continues unremedied for (30) thirty days after receipt of written notice by Company, the Company may terminate the agreement on written notice. Notice by e-mail, to Affiliate's address on Company's records, is considered sufficient notice to terminate this Agreement.
Effects of Termination. Affiliate agrees and understands that consequences of terminations include but are not limited to indefinite loss of all rights to earn pending and future referral fees including the strict prohibition to have any contact with client pharmacy. Furthermore, Affiliate may sustain all claims, costs, damages and liabilities (including attorney fees) incurred by Company as a result of any breach by Affiliate's negligence.
Indemnification. Affiliate hereby agrees to indemnify, defend and hold harmless Company, 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 Company (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 Company's use of the Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by Affiliate herein; or (iii) or any claim related to Affiliate's promotional activity.
Attorney Fees. If any legal action, arbitration or proceeding is brought for the enforcement of this Agreement or in relation to this Agreement, the prevailing Party shall be entitled to recover reasonable attorney's fees and other costs incurred, in addition to any other relief to which such Party may be entitled.
Miscellaneous. The laws of Costa Rica shall apply and bind the parties in any and all questions arising hereunder. Any action relating to this agreement must be brought in the federal or state courts located in Costa Rica, and Affiliate irrevocably consents to the jurisdiction of such courts regardless of the jurisdiction in which any action or proceeding may be initiated or maintained. It is understood, however that this is a general form of agreement and if any of its provisions in any way violate or contravene the laws of any Country or territory, such provisions shall be deemed not to be part of this agreement and the remainder of this agreement shall remain in full force and effect. Affiliate may not assign this Agreement, by operation of law or otherwise, without 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. Failure to enforce Affiliate's strict performance of any provision of this agreement will not constitute a waiver of right to subsequently enforce such provision or any other provision.
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 PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.