Terms of Use and Privacy Statement

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DEEP
RIVER PRESS, INC. (DBA ACCOUNTANTBESIDEYOU.COM)

BY SUBMITTING THE ONLINE APPLICATION YOU
ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM
AND CONDITION.

1. Overview

This Agreement contains the complete terms
and conditions that apply to you becoming an affiliate in AccountantBesideYou.com
Affiliate Program. The purpose of this Agreement is to allow HTML linking
between your web site and the AccountantBesideYou.com web site. Please note
that throughout this Agreement, "we," "us," and
"our" refer to AccountantBesideYou.com, and "you,"
"your," and "yours" refer to the affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process, you
will complete and submit the online application. We may reject your application
at our sole discretion. We may cancel your application if we determine that
your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials


2.1.2. Promotes violence

2.1.3. Promotes discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age

2.1.4. Promotes illegal activities

2.1.5. Incorporates any materials which infringe or assist others to infringe
on any copyright, trademark or other intellectual property rights or to violate
the law

2.1.6. Contains software downloads that potentially enable diversions of
commission from other affiliates in our program.

2.1.7. You may not create or design your website or any other website that you
operate, explicitly or implied in a manner which resembles our website nor
design your website in a manner which leads customers to believe you are AccountantBesideYou.com
or any other affiliated business.

2.2. As a member of AccountantBesideYou.com's
Affiliate Program, you will have access to Affiliate Account Manager. Here you
will be able to review our Program’s details and previously-published affiliate
newsletters, download HTML code (that provides for links to web pages within
the AccountantBesideYou.com web site) and banner creatives, browse and get
tracking codes for our coupons and deals. In order for us to accurately keep
track of all guest visits from your site to ours, you must use the HTML code
that we provide for each banner, text link, or other affiliate link we provide
you with.

2.3. AccountantBesideYou.com reserves the
right, at any time, to review your placement and approve the use of Your Links
and require that you change the placement or use to comply with the guidelines
provided to you.

2.4. The maintenance and the updating of
your site will be your responsibility. We may monitor your site as we feel
necessary to make sure that it is up-to-date and to notify you of any changes
that we feel should enhance your performance.

2.5. It is entirely your responsibility to
follow all applicable intellectual property and other laws that pertain to your
site. You must have express permission to use any person's copyrighted
material, whether it be a writing, an image, or any other copyrightable work.
We will not be responsible (and you will be solely responsible) if you use
another person's copyrighted material or other intellectual property in violation
of the law or any third-party rights.

3. AccountantBesideYou.com Rights and
Obligations

3.1. We have the right to monitor your site
at any time to determine if you are following the terms and conditions of this
Agreement. We may notify you of any changes to your site that we feel should be
made, or to make sure that your links to our web site are appropriate and to
notify further you of any changes that we feel should be made. If you do not
make the changes to your site that we feel are necessary, we reserve the right
to terminate your participation in the AccountantBesideYou.com Affiliate
Program.

3.2. AccountantBesideYou.com reserves the
right to terminate this Agreement and your participation in the AccountantBesideYou.com
Affiliate Program immediately and without notice to you should you commit fraud
in your use of the AccountantBesideYou.com Affiliate Program or should you
abuse this program in any way. If such fraud or abuse is detected, AccountantBesideYou.com
shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our
acceptance of your Affiliate application, and will continue unless terminated
hereunder.

4. Termination

Either you or we may end this Agreement AT
ANY TIME, with or without cause, by giving the other party written notice.
Written notice can be in the form of mail, email or fax. In addition, this
Agreement will terminate immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and
conditions in this Agreement at any time at our sole discretion. In such event,
you will be notified by email. Modifications may include, but are not limited
to, changes in the payment procedures and AccountantBesideYou.com's Affiliate
Program rules. If any modification is unacceptable to you, your only option is
to end this Agreement. Your continued participation in AccountantBesideYou.com's
Affiliate Program following the posting of the change notice or new Agreement
on our site will indicate your agreement to the changes.

6. Grant of Licenses

61. We grant to you a non-exclusive,
non-transferable, revocable right to (i) access our site through HTML links
solely in accordance with the terms of this Agreement and (ii) solely in
connection with such links, to use our logos, trade names, trademarks, and
similar identifying material (collectively, the "Licensed Materials")
that we provide to you or authorize for such purpose. You are only entitled to
use the Licensed Materials to the extent that you are a member in good standing
of AccountantBesideYou.com's Affiliate Program. You agree that all uses of the
Licensed Materials will be on behalf of AccountantBesideYou.com and the good
will associated therewith will inure to the sole benefit of AccountantBesideYou.com.

6.2. Each party agrees not to use the
other's proprietary materials in any manner that is disparaging, misleading,
obscene or that otherwise portrays the party in a negative light. Each party
reserves all of its respective rights in the proprietary materials covered by
this license. Other than the license granted in this Agreement, each party
retains all right, title, and interest to its respective rights and no right,
title, or interest is transferred to the other.

7. Disclaimer

ACCOUNTANTBESIDEYOU.COM MAKES NO EXPRESS OR
IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ACCOUNTANTBESIDEYOU.COM SERVICE
AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED
WARRANTIES OF ACCOUNTANTBESIDEYOU.COM ABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.

8. Representations and Warranties

You represent and warrant that:

8.1. 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;

8.2. 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;

8.3. You have sufficient right, title, and
interest in and to the rights granted to us in this Agreement.

9. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT
TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST
BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
IN NO EVENT SHALL ACCOUNTANTBESIDEYOU.COM'S CUMULATIVE LIABILITY TO YOU ARISING
OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE,
STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL
COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

10. Indemnification

You hereby agree to indemnify and hold
harmless AccountantBesideYou.com, and its subsidiaries and affiliates, and
their directors, officers, employees, agents, shareholders, partners, 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 the affiliate
trademarks 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
site, including, without limitation, content therein not attributable to us.

11. Confidentiality

All confidential information, including,
but not limited to, any business, technical, financial, and customer information,
disclosed by one party to the other during negotiation or the effective term of
this Agreement which is marked "Confidential," will remain the sole
property of the disclosing party, and each party will keep in confidence and
not use or disclose such proprietary information of the other party without
express written permission of the disclosing party.

12. Miscellaneous

12.1. You agree that you are an independent
contractor, and nothing in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative, or employment relationship
between you and AccountantBesideYou.com. 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 any other of Your Site or otherwise, that
reasonably would contradict anything in this Section.

12.2. Neither party may assign its rights
or obligations under this Agreement to any party, except to a party who obtains
all or substantially all of the business or assets of a third party.

12.3. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of New York without
regard to the conflicts of laws and principles thereof.

12.4. You may not amend or waive any
provision of this Agreement unless in writing and signed by both parties.

12.5. This Agreement represents the entire
agreement between us and you, and shall supersede all prior agreements and
communications of the parties, oral or written.

12.6. The headings and titles contained in
this Agreement are included for convenience only, and shall not limit or
otherwise affect the terms of this Agreement.

12.7. If any provision of this Agreement is
held to be invalid or unenforceable, that provision shall be eliminated or
limited to the minimum extent necessary such that the intent of the parties is
effectuated, and the remainder of this agreement shall have full force and
effect.