You should read the following terms and conditions carefully before subscribing to this Affiliate Program Agreement (the "Agreement"). Your acceptance of these terms in accordance with the procedures set out at the end of this Agreement indicates your acceptance of the terms and conditions of this Agreement.

A. Domain Registrations Pty Ltd (ACN 083 886 079) ("Domainreg") provides the Domainreg Services to customers. Which you have requested access to Link to as an Affiliate.

The Rights hereby granted to you by Domainreg under this Agreement shall commence on the Commencement Date and continue for the Term subject to the Rights of early termination.

Domainreg reserves the Right to refuse your Application for the Right to Link to the DR Site after you have accepted the terms and conditions of this Agreement. Domainreg may refuse your Application if your web site is deemed by Domainreg to be unsuitable because, in Domainreg's opinion, it:

(a) contains, promotes or links to sexually explicit or violent material;

(b) promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation or aids;

(c) contains unlawful material, including but not limited to materials that may violate another's intellectual property rights, or links to a site that contains such material;

(d) contains information regarding, promotes or links to a web site that provides information or promotes illegal activity;

(e) for any other reason that is deemed by Domainreg to be unsuitable. You agree that, if Domainreg accepts your Application, such Application is deemed to be part of and included in the terms and conditions of this Agreement.

You agree that you will not directly or indirectly, promote or sell services or allow any other person or entity to promote or sell services the same as or similar to Domainreg Services on your web site or link their web site to yours in connection with the promotion or sale of services the same or similar to Domainreg's Services.

5.1 Promotion of Affiliate Relationship Domainreg will make available to you the Link necessary to promote and offer the Domainreg Services which, subject to sub?clause 5.3 of this Agreement, you may display as often and in as many areas on your web site as you require. The Link will serve to identify your web site as a member of the Affiliate Program and will establish an internet link from your web site to the DR Site.

5.2 Provision Upon Domainreg's acceptance of your Application, Domainreg will provide you with a Link. The Link will contain the software to enable you to connect your web site to DR Web Site and in particular, those web pages containing Domainreg's Services.

5.3 Utilisation of Link In utilising the Link, you agree that:

(a) you will co?operate fully with Domainreg in order to establish and maintain such a Link;

(b) you will display in your web site only those graphic images provided to you by Domainreg indicating a Link and you will substitute such images with any new images provided by Domainreg from time to time throughout the Term of this Agreement;

(c) you shall display such Link prominently in relevant sections of your web site and if directed by Domainreg in those positions as requested by Domainreg in its sole discretion from time to time;

(d) all Links may be modified and/or extended from time to time throughout the Term of this Agreement.

5.4 Connection You will make all reasonable efforts to maintain the access route and interconnection between your web site and the DR Site via the Link.

Domainreg will endeavour to: (a) process each application for Domainreg Services placed by a customer via the Link; (b) monitor and record the number and amount of sales generated via the Link from your web site, (c) provide you access to the Secure Web Site upon production of the ID.

You covenant and agree that: (a) Domainreg may at its discretion and at any time require you to disconnect your Link from accessing and using the DR Site if, in the opinion of Domainreg, the Link is or has been the cause or is likely to be the cause of failures, interruptions, errors or defects to the DR Site; (b) you shall be responsible for all maintenance of the Link including but not limited to your software and hardware that operate the Link; (c) you shall not use the Link in a manner inconsistent with this Agreement; (d) Domainreg has no responsibility to provide training in the use of the Link pursuant to this Agreement.

8.1 Complying with Directions Throughout the term of this Agreement, you shall comply with all reasonable directions that Domainreg may issue in its discretion from time to time concerning the Link.

8.2 Proper Use You shall ensure that the use of the Link is not for disruptive activities which may include, but is not limited to, the circulation of any unsolicited publicity or advertising material, propagation of computer worms and viruses, the sending of harassing, obscene, offensive or threatening electronic mail, forgery of electronic mail and the placement or transmission or storage of any defamatory or pornographic material on the internet.

8.3 Illegal Use You will not use, nor permit any other party to use the Link for any purpose or activity of an illegal or fraudulent nature. You will not use the Link to contribute to or aid the commission of a crime or to infringe the Rights of a third party.

8.4 Terminating Event If Domainreg considers on reasonable grounds that you have breached your Obligations in clause 8.2 or 8.3, Domainreg may terminate your access to DR Web Site through the Link without notice to you or other action deemed appropriate by Domainreg from time to time.

9.1 Licence Domainreg grants you a non?exclusive, non?transferable, revocable Right:

(a) to access DR Web Site through the Link solely in accordance with the terms of this Agreement; and

(b) solely in connection with such Link, to use Domainreg's logos, trademarks, business name and similar identifying material relating to Domainreg ("Licence Materials") for the sole purpose of establishing a Link to DR Web Site so users of your web site can purchase Domainreg's Services. You shall not alter, modify or change the Licence Materials in any way.

9.2 Use of Licence Materials Other than establishing the Link from your web site to DR Web Site, you shall not make any use of the Licence Materials without first obtaining Domainreg's prior written consent. You shall not use the Licence Materials in any manner that would effect the reputation of Domainreg.

9.3 Your Intellectual Property You grant to Domainreg a non?exclusive licence to utilise your company name and logo and any other associated Intellectual Property, to advertise, market, promote and publicise in any manner your participation in the Affiliate Program. Domainreg however is not obliged in any way to be required to so advertise, market, promote or publicise you as an Affiliate.

9.4 Upon Termination The licence described in this clause shall expire upon the termination or expiration of this Agreement.

9.5 Infringement of Intellectual Property You will not reproduce, distribute, transmit, publish, copy, transfer or commercially exploit any information, data, images, programs, or other Intellectual Property supplied to you by Domainreg in relation to the Affiliate Program without the prior written consent of Domainreg, which consent maybe withheld at Domainreg's sole discretion.

9.6 Notice of Infringement You shall as soon as practicable notify Domainreg immediately upon becoming aware of any infringement of Domainreg's Intellectual Property Rights as they relate to the Licence Materials.

10.1 Operation Domainreg shall use all reasonable endeavours to provide access to DR Web Site and provide your customers with access to Domainreg Services on a continuous basis during the term of this Agreement subject to the following:

(a) the malfunction or breakdown of any of Domainreg's equipment;

(b) electrical storm, electrical short circuit, power failure, telecommunications failure or fault; or

(c) industrial dispute or other cause beyond the control of Domainreg.

10.2 No Claim No Claim shall lie against Domainreg in respect of any loss of access or functionality to your web site after a customer has attempted to access DR Web Site through the Link on your web site.

11.1 You May Not Purchase You acknowledge and agree that the Affiliate Program is intended for commercial use only and you are prohibited from purchasing Domainreg Services through the Affiliate Program for your own use. Such purchases may result in, at Domainreg's sole discretion, the withholding of Commission or the termination of this Agreement.

11.2 Minimum Performance If during any three (3) month period ("Period") from the Commencement Date, Sales do not exceed the Minimum Amount, then you shall not be entitled to receive any Commission during that applicable Period. Subject to this sub?clause, you will be paid Commission at the end of each Period during which your aggregate unpaid Commission exceeds the Minimum Amount. At such time, you will also be paid all previously earned and unpaid Commission in respect of any prior Period.

11.3 Sales A Sale shall occur when customers purchase Domainreg Services via the Link from your web site however it is not a Sale if a customer purchases and pays for a Domainreg Service after the Customer has re?entered DR Web Site (other than through a Link from your web site), even if the customer previously followed a Link from your web site

11.4 Reports of Sales Domainreg shall make available a Secure Web Page for you to access to monitor your sales. You shall use your ID and Log?in to access the Secure Web Page. Domainreg will use its reasonable endeavours to update your sales statistics on a real time basis.

11.5 Bank Charges You acknowledge and agree that Domainreg is not liable for any bank charges or bank costs incurred by you as a result of Domainreg paying Commission (if any) to you pursuant to this Agreement. Domainreg reserves the right to alter or change the method it pays your Commission at any time.

11.6 Credit Card Fraud, Charge?Backs and Bad Debt You are only eligible to earn Commission on Sales occurring during the Term, and Domainreg reserves the Right to exclude those amounts from your Commission due to credit card fraud, charge?backs and bad debts and credits for cancelled Domainreg Services. Domainreg reserves the Right to withhold the payment of your Commission or a portion thereof for a reasonable time to ensure that the correct amount is paid.

Customers who buy Domainreg Services through the Affiliate Program will be deemed to be customers of Domainreg. All Domainreg rules, policies, and operating procedures concerning customer applications, customer services and sales of Domainreg Services will apply to those customers. Domainreg may change its policies and operating procedures at any time in its sole discretion.

You shall not create, publish, distribute or permit any material, written or otherwise that makes reference to Domainreg without first submitting such material to Domainreg and receiving its prior written consent which Domainreg agrees shall not be unreasonably withheld.

14.1 No Liability Domainreg shall not be liable to you in contract or in tort arising out of, or in connection with, or relating to, the use of Link or any breach of the conditions of this Agreement or any fact, matter or thing relating to the Link (whether negligent or a breach of contract or not).

14.2 Consequential Loss Domainreg shall be under no liability to you in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred by you or which may arise directly or indirectly in respect of goods or services supplied pursuant to this Agreement or in respect of a failure or omission on part of Domainreg to comply with its Obligations under this Agreement.

14.3 Implied Terms Subject to sub-clause 14.4, any condition of warranty which would otherwise be implied in this Agreement is hereby excluded.

14.4 Trade Practices Act Where legislation implies in this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of all exercise of all liability under such condition of warranty, the condition or warranty shall be deemed to be included in this Agreement. However, the liability of Domainreg for any breach of such condition or warranty shall be limited, at the option of Domainreg to one or more of the following:

(a) if the breach relates to goods: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of such goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; and

(b) if the breach relates to services: (i) the suppling of the services again; or (ii) the payment of the cost of having the services supplied again.

15.1 Immediate Termination Domainreg may terminate this Agreement immediately if you become insolvent or have a receiver, manager, administrator or liquidator appointed or appear likely to do so.

15.2 Termination by You You may terminate this Agreement at any time by giving at least thirty (30) days notice in writing to Domainreg. If you terminate this Agreement pursuant to this clause during the Term, Domainreg shall not be liable to pay you for any Commission you may have accumulated for the sixty (60) day period immediately prior to your notice. You shall, within one (1) business day of the termination or expiration of this Agreement, remove the Link or Links established under this Agreement and discontinue the use of the License Materials.

15.3 Effect of Termination Any termination of the Agreement shall not affect any accrued Rights or liabilities of either party, nor shall it effect any provision of this Agreement which is expressly or by implication intended to continue in force after such termination.

16.1 Assignment by You You shall not be entitled to assign your Rights or Obligations under this Agreement without the prior written consent of Domainreg which consent may be given or withheld, or given on conditions in the absolute discretion of Domainreg.

16.2 Assignment by Domainreg Domainreg can assign its Rights and Obligations under this Agreement in its absolute and unfettered discretion without the consent of you and upon such assignment shall have no further liability whatsoever to you pursuant to this Agreement.

16.3 Continuation of Liabilities After an assignment by you only:

(a) you remain principally liable jointly and severally with the assignee for the performance and observance of all Obligations assigned to the assignee; and

(b) you shall procure the assignee to enter into a Deed into which the Assignee covenants to be bound by this Agreement, including (without limitation) this clause.

(a) Warranty of Authority: Each party signing this Agreement warrants to the other party, as at the date of signing, that the signatory has the full power and authority to execute this agreement on behalf of that party.

(b) Notices: The parties agree that: (i) any notice authorised or required to be given to any party shall be sufficiently given by leaving it or posting it by prepaid post, facsimile or by electronic mail addressed to Domainreg and you as set out in the Application or to the address last notified; (ii) in a case of a notice to the members of a company the notice shall by sufficiently given by leaving it or posting it by prepaid post at the premises of Domainreg or its registered office; and (iii) any letters sent by post shall be deemed to have been received in the ordinary course of post.

(c) Jurisdiction: This Agreement is governed by and shall be construed in accordance with the laws from time to time in force in the State of Queensland and the parties submit to the non-exclusive jurisdiction of the Courts of Queensland.

(d) Validity: The provisions of this Agreement shall be constructed so as not to infringe the provisions of any applicable Act or Regulation or be void, invalid or unenforceable at law or in equity, but if any provision on its true interpretation does infringe any applicable Act or Regulation or is void, invalid or unenforceable at law or in equity then that provision shall be read down to such extent as maybe necessary to ensure that it does not so infringe or is not void, invalid or unenforceable and as maybe reasonable in all the circumstances so as to give such provisions a valid operation of a partial character and in the event that the infringing provision cannot be so read down it shall be deemed to be void and severable from this Agreement.

(e) Counterparts: This Agreement may be signed or executed in a number of counterparts, with the same effect as if the signatures to or execution of each counterpart were on the same instrument. Facsimile copies of this Agreement shall be treated as originals and signatures on facsimile copies deemed to be original and binding.

(f) Variation: No variation of this Agreement nor consent to a departure by a party from a provision, shall be of effect unless it is in writing, signed by the parties or (in the case of a waiver) by the party giving it. Any such variation or consent shall be effective only to the extent to or for which it may be made or given.

(g) Waiver: The non-exercise of or delay in exercising a Right of a party shall not operate as a waiver of that Right, nor does a single exercise of a Right preclude another exercise of it or the exercise of other Rights. A Right may only be waived by notice, signed by the party (or its authorised representative) to be bound by the waiver.

In this Agreement unless the contrary intention appears:

"Affiliate Program" means the program to pay Commission to you for the Sale of Domainreg's Services;

"Application" means the application form completed by you to establish the Link ;

"Claim" means, in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, Right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person, however arising and whether ascertained or unascertained, or immediate, future or contingent;

"Commencement Date" means the date that Domainreg notifies you of its acceptance of your Application;

"Commission" means the total aggregate Commission earned by you from Referrals calculated in accordance with the Commission Schedule;

"Commission Schedule" means that schedule of Commission for Referrals specified as such in the Application; "Confidential Information" means all the information relating to the Link and Domainreg including but not limited to information in relation to the internal organisation and architecture of the Link and Domainreg;

"Domainreg Services" means the on?line search and registration of domain names using the DR System and other services provided by Domainreg from time to time; "DR Site" means the web site owned by Domainreg located at http://www.domainreg.com.au and the associated web pages which contain the Domainreg Services.

"ID" means the unique identification number provided to you by Domainreg from time to time;

"Intellectual Property Rights" means

(a) jointly and severally any Rights as they relate to the Confidential Information, the copyright, the design rights, the patent rights, the eligible layout rights, the Improvements, and the Future Rights;

(b) all other Rights resulting from intellectual property in the industrial, scientific, literary or artistic field; and

(c) any application or Right to apply for registration of any of the Rights referred to in the subclause (a).

"Link" means a graphic image provided by Domainreg after it accepts your Application which shall change from time to time (subject to Domainreg's sole discretion) and which shall contain Domainreg's trademark and an action box which shall allow a user of your Web Site to enter DR Web Site;

"Minimum Amount" means that amount specified by Domainreg from time to time as the minimum amount required for Domainreg to be required to pay the Commission to you;

"Obligation" means any legal, equitable, contractual, statutory or other Obligation, agreement, covenant, commitment, duty, undertaking or liability;

"Right" includes a legal, equitable, contractual, statutory or other Right, power, authority, benefit, privilege, remedy, discretion or cause of action;

"Sale" means the purchase of Domainreg Services via the DR Site (and "Sales" shall have the same meaning);

"Secure Web Page" means that web page you may access which will provide statistics in relation to Customers who have purchased Domainreg's Services via the Link from your web site, updated on a real?time basis;

"Term" means the period specified in the Application.

By clicking "Continue" you Agree to be bound by the above Terms and Conditions for the DomainReg Affilitate Program