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Apex Pacific - Dynamic SEO Partner Program Agreement: This agreement contains terms and conditions of participating in the Dynamic SEO Partner Program. As used in this agreement, "Partner" refers to yourself, and "Provider" refers to Apex Pacific Pty. Ltd., developer of Dynamic SEO, located at Suite 2, Level 1, 6-8 Crewe Place, Rosebery NSW 2018 Australia. Apex reserves the right to revise this agreement from time to time. Henceforth “PARTNER “does hereby enter into the following agreement: WHEREAS PROVIDER offers a web base SEO service and PARTNER wishes to purchase services, in particular the web hosted SEO packages Dynamic SEO and MySEOCenter (collectively, the “SERVICES”) from PROVIDER at a discounted rate for the purpose of selling such SERVICES to their own customers (“END USERS”) and provide their END USERS with technical support. The partnership is agreed to be Co-Branded and Private Label partner 1 License Subject to the terms and conditions of this agreement PROVIDER hereby grants to PARTNER a non-exclusive, non-transferable and non-assignable license to resell the SERVICES. 2 Partner Discount(Commission) PROVIDER agrees to offer discounted rates on SERVICES to PARTNER for resale to END-USERS. The discount is based on the standard list price, as published by the PROVIDER. Discount rate is based on your sales volumn as below: Monthly Active Clients Margin < 50 35% 51 - 100 40% > 100 45% 3 Setup PROVIDER will provide the following services: 3.1 Client Interface Customization PROVIDER agrees to configure the SERVICE’S statistical reporting interface with the PARTNER’S logo, color scheme and custom domain, and to further support the PARTNER in configuring the automated emails with his custom header fields and text. 3.1 Fully Functional mySEO Account PROVIDER agrees to provide the PARTNER access to all tiers of the SERVICE for its own Web site for the life of the partnership, provided PARTNER is billing a minimum of one account per month. 4 Program Participation PARTNER is granted non-exclusive rights to the Partner program and agrees to abide by all terms and conditions of this agreement. PARTNER agrees to comply strictly with PROVIDER’S Terms of Service Agreement as published by PROVIDER at <http://www.myseocenter.com/agreement.html>. PARTNER agrees to compel his END USERS to comply with the Terms of Service and make the policies part of his own Terms of Service Agreement with END USERS. Partner cannot participate in the Partner Program at the same time as participating in PROVIDER’S affiliate programs. PARTNER must be a corporate entity or person older than eighteen (18) years to participate in the Private Label Program. 4.1 Partner Billing PROVIDER bills PARTNER on a monthly basis. The bill is a consolidated invoice covering the total fee of all END USER ACCOUNTS less PARTNER discount. It is the sole responsibility of the PARTNER to manage END USER billing and payment. 4.2 Partner Level PROVIDER authorizes PARTNER to offer his END USERS a customized version of SERVICE as well as to use his own name and logo in any marketing materials and promotional or sales web site(s). PROVIDER will make available facilities within the PARTNER CONTROL CENTER to assist in this customization. The Partner may also customize the domain name under which clients view their statistics, customize the automated email headers and text. 4.3 Marketing the PARTNER will make all reasonable efforts to market and promote the SERVICES to his target customers. 4.4 Technical Support PARTNER will provide technical support to the END USER. PROVIDER will provide technical support to PARTNER. 4.5 Account Cancellations PARTNER can cancel any END USER ACCOUNT by deleting the account from the list in their PARTNER CONTROL CENTER before the renewal of the next END USER ACCOUNT billing term. All END USER ACCOUNTS that are not cancelled effectively, such as in the case of END USER ACCOUNTS set to “Suspend” status, are considered by the PROVIDER to be active and payments are due. No pro-rata rebate is applicable to the cancellation of END USER ACCOUNTS within a valid billing term. 4.6 Refunds The fees for the SERVICE are non-refundable, even if PARTNER has to refund collected fees due to fraud, credit card charge backs etc. he is not entitled to any refund by PROVIDER. 5 Relationship of Parties PARTNER acknowledges and agrees that (a) it is an independent contractor and (b) it and PROVIDER are not, by virtue of this AGREEMENT or otherwise, joint ventures, partners, employer/employee, franchiser/franchisee or fiduciaries of any kind. Neither party hereto is authorized to bind the other party with respect to any matter including, without limitation, express or implied agreements, guarantees, representations or debts. PARTNER shall do nothing that would discredit, injure the reputation of, or reflect adversely upon PROVIDER or its SERVICES. PARTNER acknowledges that during the TERM PROVIDER will conduct sales and marketing activities (including but not limited to cooperation and partnership with other PARTNERS) in respect of the SERVICES in any and all locales, and that no agreement has been reached between the parties hereto to make any division in territory or industry. Through out the TERM and at all times thereafter, PARTNER shall retain full and exclusive ownership of END USER ACCOUNTS unless PARTNER is in material breach of this AGREEMENT. 5.1 Modification PROVIDER reserves the right to modify SERVICES from time to time, (including the price thereof). In addition, upon 30 days prior notice to PARTNER, PROVIDER may add or delete SERVICES. Notice of any such addition or deletion will be delivered by way of an electronic message published online in the PARTNER CONTROL CENTER. 5.2 Term of Agreement This AGREEMENT shall be effective on the EFFECTIVE DATE and shall continue until terminated by either party. 5.3 Termination Either party can terminate this agreement with 30 days prior written notice. Upon at least 10 days’ prior written notice by PROVIDER for breach by PARTNER of any provision of this AGREEMENT including non-payment by PARTNER in which case PROVIDER will continue to provide SERVICES to, and bill directly, the END USERS of PARTNER. Immediately upon written notice by PROVIDER if (A) PARTNER participated in any activity relating to fraud against PROVIDER; (B) for insolvency, bankruptcy, receivership, dissolution or PARTNERS attempted assignment of the AGREEMENT without PROVIDERS prior written consent; (C) in the event PARTNER engages in prohibited activity such the dispatch of SPAM or use of certain PROVIDER intellectual property. 5.4 Confidentiality During the TERM of this AGREEMENT and during the two year period immediately thereafter, PARTNER shall not in any way transfer to any third party or use in direct or indirect competition with PROVIDER or any of its affiliates or other representatives any confidential information. As used herein, the term “CONFIDENTIAL INFORMATION” refers to information relating to PROVIDERS business or to terms and conditions of this AGREEMENT hereto, technical information, price lists, data, marketing materials, business plans, all information in partner provided materials. CONFIDENTIAL INFORMATION is the exclusive property of PROVIDER and may be used by PARTNER solely in the performance of its obligations under this AGREEMENT. PARTNER agrees that monetary damages for breach of this Section will not be adequate and that PROVIDER shall be entitled to seek injunctive relief with respect to any such breach. Upon termination of this AGREEMENT or upon PROVIDERS request, PARTNER shall return all CONFIDENTIAL INFORMATION to PROVIDER and shall certify in writing to PROVIDER that it has done so. 6 Warranties & Liabilities 6.1 Limited Warranty THE PRODUCTS ARE PROVIDED "AS IS". PROVIDER WARRANTS THAT THE PRODUCTS ARE OF GOOD QUALITY AND WORKMANSHIP. UPON WRITTEN NOTICE OF MALFUNCTION, PROVIDER SHALL USE REASONABLE EFFORTS TO PROMPTLY RESOLVE THE PROBLEM. 6.2 Disclaimer of Warranties PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS, AND ANY PARTICULAR APPLICATION OR USE OF THE PRODUCTS. 6.3 Limitation of Liability IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PRODUCTS. PROVIDER'S MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE AMOUNT PAID UNDER THIS AGREEMENT BY PARTNER TO PROVIDER DURING ONE MONTH PROCEEDING ANY EVENT GIVING RISE TO SUCH DAMAGES. PARTNER MUST ADVISE PROVIDER WITHIN 1 MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 6.4 Force Majeure Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting directly or indirectly from acts of God, or any causes beyond the reasonable control of such party. 6.5 Copyright Indemnification PROVIDER shall indemnify, defend and hold PARTNER harmless from any claims, demands, liabilities or expenses, including reasonable attorneys' fees, directly resulting from any infringement or violation of any copyright with respect to the Products, as so awarded against PARTNER by a court of competent jurisdiction, and provided PARTNER is not in breach of this Agreement. Following a decision by a court of competent jurisdiction that the Products infringe any third party's copyright, PROVIDER shall, in its sole discretion to: Procure for PARTNER the right to continue to use, distribute and sell the Products at no additional expense to PARTNER; Provide PARTNER with a non-infringing version of the Products with substantially similar functionality; Notify PARTNER that the Products are being withdrawn from the market and immediately terminate this Agreement. 6.6 Indemnification PARTNER shall indemnify, defend and hold PROVIDER harmless from any claims, demands, liabilities or expenses, including reasonable attorneys' fees, incurred by PROVIDER as a result of any claim or proceeding against PROVIDER arising out of or based upon (i) the combination, operation or use of the Products with any hardware, products, programs or data not supplied or approved in writing by PROVIDER, if such infringement would have been avoided but for such combination, operation or use or; (ii) the modification of the Products by PARTNER or PARTNER END USER. 6.7 Trademark, Copyright & Use of Trademark, Trade Name Title, ownership rights, and intellectual property rights in and to the SERVICE shall remain with the PROVIDER. SERVICES and the intellectual property operating it are protected by international copyright treaties. Title, ownership rights, and intellectual property rights in and to the content, and code accessed through the SERVICE is the property of the PROVIDER and may be protected by applicable copyright or other law. This AGREEMENT gives the PARTNER no rights to such content or code. All contents of the SERVICES are: Copyright © 2000-2005 Apex Pacific.com and/or its suppliers. All rights reserved. Apex Pacific, Apex Pacific logo, Apex Pacific trade name, Apex Pacific Statistics and/or other Apex Pacific products and services referenced herein are either trademarks or registered trademarks of PROVIDER. Any and all trademarks and trade names, which PROVIDER uses in connection with the AGREEMENT are and remain the exclusive property of PROVIDER. Nothing contained in this AGREEMENT shall be deemed to give PARTNER any right, title or interest in any trademark or trade name of PROVIDER relating to the SERVICES. Subject to notice from PROVIDER in writing which modifies or cancels such authorization, during the term of this AGREEMENT, PARTNER may use the trademarks and trade names specified by PROVIDER in writing for normal advertising and promotion of SERVICES. 7. Governing Law: This Agreement shall be governed by and construed under the jurisdiction of the state courts of NSW, Australia. By signing up for Dynamic SEO Partner program, you are in effect, agreeing to the above agreement

I have read and agreed to the above Terms and Conditions