Terms of Use and Privacy Statement

Affiliate Program Agreement

AFFILIATE AGREEMENT
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.

1.0 Overview

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

2.0 Affiliate Obligations

2.1. To begin the enrollment process, you will complete and submit
the online application at the href server. The fact that
we approve your application does not imply that we may not re-evaluate
your application at a later time. 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. Includes "Merchant" or variations or misspellings thereof in its domain name

2.1.7. Is otherwise in any way unlawful, harmful, threatening,
defamatory, obscene, harassing, or racially, ethnically or otherwise
objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.

2.1.9. 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 Rainforestbalance.com or any other affiliated business.

2.2. As a member of Rainforestbalance.com's Affiliate Program, you
will have access to Affiliate Account Manager. Here you will be able to
review your account, download HTML code (that provides for links to web
pages within our web site) and banner creatives. 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. We reserve 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.

3.0 Rainforestbalance.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 Affiliate
Program.

3.2. We reserve the right to terminate this Agreement and your
participation in the Affiliate Program immediately and without notice to
you should you commit fraud in your use of the our Affiliate Program or
should you abuse this program in any way. If such fraud or abuse is
detected, we 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.

4.0 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 or email. In addition, this Agreement will terminate
immediately upon any breach of this Agreement by you.

5.0 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 our Affiliate Program rules. If any modification
is unacceptable to you, your only option is to end this Agreement. Your
continued participation in our Affiliate Program following the posting
of the change notice or new Agreement on our site will indicate your
agreement to the changes.

6.0 Payment

Rainforestbalance.com uses a third party to handle all of the
tracking and payment. The third party is the affiliatly.com platform.

7.0 Access to Affiliate Account Interface

You will create a password so that you may enter your secure
affiliate account interface. From their site you will be able to receive
your reports that will describe our calculation of the commissions due
to you.

8.0 Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally any
promotion that mentions Rainforestbalance.com could be perceived by the
public or the press as a joint effort. You should know that certain
forms of advertising are always prohibited by Rainforestbalance.com. For
example, advertising commonly referred to as "spamming" is unacceptable
to us and could cause damage to our name. Other generally prohibited
forms of advertising include the use of unsolicited commercial email
(UCE), postings to non-commercial newsgroups and cross-posting to
multiple newsgroups at once. In addition, you may not advertise in any
way that effectively conceals or misrepresents your identity, your
domain name, or your return email address. You may use mailings to
customers to promote Rainforestbalance.com so long as the recipient is
already a customer or subscriber of your services or web site, and
recipients have the option to remove themselves from future mailings.
Also, you may post to newsgroups to promote Rainforestbalance.com so
long as the news group specifically welcomes commercial messages. At all
times, you must clearly represent yourself and your web sites as
independent from Rainforestbalance.com. If it comes to our attention
that you are spamming, we will consider that cause for immediate
termination of this Agreement and your participation in the
Rainforestbalance.com Affiliate Program. Any pending balances owed to
you will not be paid if your account is terminated due to such
unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or exclusively bid in their
Pay-Per-Click campaigns on keywords such as Rainforestbalance.com,
Rainforestbalance, www. Rainforestbalance, www. Rainforestbalance.com,
and/or any misspellings or similar alterations of these – be it
separately or in combination with other keywords – and do not direct the
traffic from such campaigns to their own website prior to re-directing
it to ours, will be considered trademark violators, and will be banned
from our Affiliate Program. We will do everything possible to contact
the affiliate prior to the ban. However, we reserve the right to expel
any trademark violator from our affiliate program without prior notice,
and on the first occurrence of such PPC bidding behavior.

8.3. Affiliates are not prohibited from keying in prospect’s
information into the lead form as long as the prospects’ information is
real and true, and these are valid leads (i.e. sincerely interested in
Merchant’s service).

8.4. Affiliate shall not transmit any so-called “interstitials,”
“Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance
Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets”
or “deceptive pop-ups and/or pop-unders” to consumers from the time the
consumer clicks on a qualifying link until such time as the consumer
has fully exited Rainforestbalance’s site (i.e., no page from our site
or any Rainforestbalance.com’s content or branding is visible on the
end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic
Marketing” shall mean an application that (a) through accidental or
direct intent causes the overwriting of affiliate and non affiliate
commission tracking cookies through any other means than a customer
initiated click on a qualifying link on a web page or email; (b)
intercepts searches to redirect traffic through an installed software,
thereby causing, pop ups, commission tracking cookies to be put in place
or other commission tracking cookies to be overwritten where a user
would under normal circumstances have arrived at the same destination
through the results given by the search (search engines being, but not
limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar
search or directory engines); (c) set commission tracking cookies
through loading of Merchant site in . s, hidden links and automatic
pop ups that open Rainforestbalance.com’s site; (d) targets text on web
sites, other than those web sites 100% owned by the application owner,
for the purpose of contextual marketing; (e) removes, replaces or blocks
the visibility of Affiliate banners with any other banners, other than
those that are on web sites 100% owned by the owner of the application.

9.0 Grant of Licenses

9.1. 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 Rainforestbalance.com's Affiliate Program. You agree that
all uses of the Licensed Materials will be on behalf of
Rainforestbalance.com and the good will associated therewith will inure
to the sole benefit of Rainforestbalance.com.

9.2. 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.

10.0 Disclaimer

RAINFORESTBALANCE.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES REGARDING RAINFORESTBALANCE.COM SERVICE AND WEB SITE OR THE
PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF
RAINFORESTBALANCE.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.

11.0 Representations and Warranties

You represent and warrant that:

11.1. 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;

11.2. 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;

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

12.0 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 RAINFORESTBALANCE.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.

13.0 Indemnification

You hereby agree to indemnify and hold harmless
Rainforestbalance.com, Asia Botanicals Sdn. Bhd. 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.

14.0 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.

15.0 Miscellaneous

15.1. 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 Rainforestbalance.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.

15.2. 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.

15.3. This Agreement shall be governed by and interpreted in
accordance with the laws of the Malaysia without regard to the conflicts
of laws and principles thereof.

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

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

15.6. 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.

15.7. 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.