To be an authorized affiliate of www.FindMeDiscount.com, you agree to abide by the terms and conditions contained in this agreement.

1. AGREEMENT By completing and sending in the accompanying registration form you (you or Affiliate) are agreeing to the terms and conditions of this Agreement with FindMeDiscount.com, which governs your participation in the FindMeDiscount.com Affiliate Programme.
2. DEFINITIONS

a. Affiliate\s website means the pages of Affiliate\s website, as indicated in Affiliate\s registration form.

b. Click Through means a single instance of a bona-fide user clicking on any affiliate banner or url on the partner site and reaching FindMeDiscount.com. Compliance with this definition is determined by FindMeDiscount.com at its sole discretion.

c. PriceLog Link means a FindMeDiscount.com branded graphical element or a text link in the form made available from FindMeDiscount.com or from the affiliate programme management partner.

d. PriceLog Service means FindMeDiscount.com\s search engine service made available to Internet users via www.surfflash.co.uk.

3. FindMeDiscount.com DISCRETION

Affiliate acknowledges and agrees that FindMeDiscount.com may reject any application to become an Affiliate in its sole discretion and any preliminary acceptance of these terms by the Affiliate and may in its discretion at any stage during the term terminate this Agreement without liability to the Affiliate.

4. OWNERSHIP AND LIMITED LICENSE.

a. License. Subject to the terms and conditions of this Agreement, FindMeDiscount.com grants Affiliate a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable royalty-free license during the term of this Agreement to place one or more Banners or PriceLog Links on Affiliate\s website, solely in connection with the exercise of Affiliate\s rights under this Agreement.

b. Ownership. Affiliate acknowledges that all right, title and interest in the Banner and FindMeDiscount.com\s Link are exclusively owned by PriceLog and its licensors. Affiliate receives no licenses except as expressly granted in this Agreement. Affiliate agrees it will not assert any copyright, trademark or other intellectual property ownership or other proprietary rights in the Banners or FindMeDiscount.com Link or any part of these items or in any derivative work of these items. Except for the right to use the Banners and PriceLog Link as set forth in this Section 3, nothing contained in this Agreement shall be construed to grant Affiliate any right, title or interest in or to any intellectual property of FindMeDiscount.com. Affiliate agrees it will not adopt, use or attempt to register any trademarks or trade names that are confusingly similar to the FindMeDiscount.com marks or in such a way as to create combination marks with the FindMeDiscount.com marks on the Banners or FindMeDiscount.com Links. Affiliate acknowledges that FindMeDiscount.com\s respective licensors may enforce this Agreement against Affiliate as if they were parties to it and the relevant licences were directly granted. Affiliate shall not use or display any trademarks, or otherwise misuse any intellectual property rights of FindMeDiscount.com.

c. Statistical Data. Affiliate agrees that FindMeDiscount.com may generate and use aggregated (i.e. non-personally identifying) data, based on information about specific users linking to the FindMeDiscount.com site from the Affiliate\s website. FindMeDiscount.com shall not make any other use of such information (without prejudice to FindMeDiscount.com\s right to gather and use data from visitors in accordance with applicable law, once they have arrived at its site).

5. AFFILIATE\S OBLIGATIONS.

a. Use. Affiliate agrees to place at least one of the Banners or FindMeDiscount.com Links on Affiliate\s website for the duration of the term of this Agreement. Affiliate agrees it will enable users of Affiliate\s website to use an FindMeDiscount.com Link. Affiliate shall display the Banner or FindMeDiscount.com Link only in a manner that will generate a bona-fide Click-Through as defined in 2(b). Approval may be withheld at FindMeDiscount.com sole discretion. Invalid mechanisms include but are not limited to forcing, or deceiving a user into clicking onto a link ( for example automatic pop-up windows and misleading labelling of text links) or automatically generating clicks.

b. No Removal or Alteration of FindMeDiscount.com Properties. Affiliate may not alter or remove any marks on or element of the Banner or FindMeDiscount.com Links, with the exception of text links, unless the alteration or removal is approved in advance in writing by FindMeDiscount.com.

c. No Solicitation. Affiliate will not solicit any FindMeDiscount.com advertiser or client without the prior written approval of FindMeDiscount.com.

d. Affiliate\s Site. Affiliate agrees that it is solely responsible, and will hold FindMeDiscount.com harmless, for the development, maintenance and operation of Affiliate\s website and for all materials and content that appear on Affiliate\s website. Affiliate shall indemnify FindMeDiscount.com in respect of any damage, loss or claim arising as a direct consequence of the Link with the Affiliate\s website.

e. Publicity. Affiliate may not create, publish, or distribute any item that references FindMeDiscount.com without first submitting those items to FindMeDiscount.com for approval and receiving FindMeDiscount.com\s written consent.

f. Content of Site. Affiliate represents and warrants that the Affiliate site does not contain objectionable material, including without limitation pornography, explicit language or content, or support for violent groups. Failure to comply with this provision shall entitle FindMeDiscount.com to terminate this Agreement immediately.

g. Links. Affiliate acknowledges and agrees that FindMeDiscount.com may, in its sole discretion, remove FindMeDiscount.com Links or other ancillary links provided to Affiliate under this Agreement for whatever reason and at any time without notice to the Affiliate. Affiliate hereby releases FindMeDiscount.com from any claim, loss, damage, liability or otherwise arising out of this Agreement on the termination thereof.

h. Fraud and Deception. Affiliate will not abuse the Affiliate Programme and will not deceive defraud or attempt to deceive or defraud FindMeDiscount.com by any means, including without limitation, instructing or soliciting employees, agents, representatives or individuals to use the FindMeDiscount.com Links to falsely accumulate Click Through fees or interfering in any way with the calculation thereof. FindMeDiscount.com expressly reserves the right, in its sole discretion, to: (i) refuse to pay the Affiliate, and/or; (ii) retrospectively withhold any fees due to the Affiliate; (iii) without notice to the Affiliate, immediately terminate this Agreement and disable the FindMeDiscount.com Links; where it has knowledge of, or suspects that, the Affiliate has breached its obligations under this sub-clause. i. Minors. Affiliate understands that the Affiliate Programme does not apply to persons aged under eighteen years of age and Affiliate represents and warrants that it is not a person under eighteen years of age or acts for or on behalf of such a person.

6. PAYMENT AND REPORTING

a. Amount. Subject to clause 5.h, PriceLog will pay Affiliate a £0.06 per Click-Through fee excluding VAT. PriceLog will pay VAT on payments to Affiliates who are VAT registered, if the Affiliate informs FindMeDiscount.com of their registered VAT Number and VAT status via the profile settings on your account page. FindMeDiscount.com has no obligation to pay Affiliate fees for search queries that were not generated by means of a valid search request or do not otherwise fit the definition or requirements of a Click-Through. FindMeDiscount.com may, at its sole discretion, adjust the fee at any time.

b. Terms. FindMeDiscount.com will pay Affiliate sixty days (60) after the end of each calendar month for all payments due under subsection (a) above during the prior month, less any taxes FindMeDiscount.com may be required to withhold, and less any amount FindMeDiscount.com determines, in its sole discretion, was not validly earned from proper use of the Banners or FindMeDiscount.com Link, or was earned by individuals or organisations based outside the United Kingdom. If payments earned during any calendar month are less than £50, then FindMeDiscount.com, in its sole discretion, may hold those payments until the month in which the total amount due is at least £50 or (if earlier) until this Agreement is terminated.

c. Reporting. FindMeDiscount.com will provide Affiliate with the ability to obtain a password that will enable Affiliate to enter an area of a site made available by FindMeDiscount.com. Affiliate may use the password to log in to that site solely to access information about their account. Affiliate acknowledges and agrees that FindMeDiscount.com pays commissions based only on Click-Throughs and that the number of search requests generated may not be the same as the number of Click-Throughs.

7. REPRESENTATIONS AND WARRANTIES

a. Affiliate Warranties. Affiliate represents and warrants that: (i) it has full power and authority to enter into this Agreement, (ii) the content on Affiliate\s website, the technology used by Affiliate in connection with Affiliate\s website, and the means by which users access Affiliate\s Web Site (a) are owned, validly licensed for use by Affiliate or in the public domain; (b) do not constitute defamation, libel, obscenity or violate any rights of publicity or privacy; (c) do not infringe or violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of any person or entity, including without limitation, rights of privacy and publicity; and (d) do not result in any consumer fraud, product liability, breach of contract to which Affiliate is a party or cause injury to any third party, and (iii) it is in compliance with all its obligations under the Data Protection Act 1998 (and other analogous legislation in force in any place where Affiliate is established) and prominently displays an appropriate privacy statement on its website. Affiliate agrees to indemnify and hold FindMeDiscount.com harmless from and against (iv) any breach of these warranties or this Agreement, and (v) any and all damages and costs arising out of any claim based on any actual or alleged wrongful act of Affiliate.

b. FindMeDiscount.com Limited Warranty and Disclaimer. FindMeDiscount.com warrants that it will use reasonable commercial efforts to keep the PriceLog Service operational and accessible, in order that Click-Throughs can occur without undue delay or difficulty, subject to scheduled down time and occasional outages, and correct implementation by Partner. Save as expressly set out herein, FindMeDiscount.com EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS AND OTHER TERMS OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE FindMeDiscount.com SERVICE, THE RESULTS OF ITS USE, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION IMPLIED TERMS AS TO QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FindMeDiscount.com does not warrant that the FindMeDiscount.com Service, the Banners or FindMeDiscount.com Link will meet all of Affiliate\s requirements or that performance of the FindMeDiscount.com Service or Banners or FindMeDiscount.com Link will be uninterrupted or error-free.

8. CONFIDENTIALITY

During the term of this Agreement, Affiliate may have access to certain information from or about FindMeDiscount.com which FindMeDiscount.com may consider confidential (Confidential Information). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of Affiliate. Affiliate agrees not to disclose any Confidential Information to any third parties and not to use any Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement. Affiliate shall make no representations regarding the association between any of FindMeDiscount.com and Affiliate.

9. LIMITATION OF LIABILITY

a. FindMeDiscount.com accepts liability without limit for personal injury or death resulting from its negligence, for fraudulent misrepresentation, and any other liability to the extent that such liability cannot by law be excluded or limited.

b. Subject always to clause a. above, FindMeDiscount.com WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT FindMeDiscount.com WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

c. Subject always to clause a. and b.above, IN NO EVENT WILL FindMeDiscount.com\S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED: (I) IN RESPECT OF LIABILITY FOR PHYSICAL DAMAGE TO TANGIBLE PROPERTY, THE SUM OF £100,000 IN AGGREGATE FOR ALL EVENTS GIVING RISE TO SUCH LIABILITY; AND (II) IN RESPECT OF ALL OTHER LOSS OR DAMAGE THE NET AMOUNT PAYABLE TO AFFILIATE UNDER THIS AGREEMENT IN THE PERIOD OF 12 MONTHS IMMEDIATELY PRECEDING THE MOST RECENT EVENT GIVING RISE TO LIABILITY.

10. TERM AND TERMINATION

The term of this Agreement will commence on the date Affiliate submits its registration and shall continue in force unless earlier terminated in accordance with sub-clause 5.h. above or as provided herein. If Affiliate breaches any covenant, representation or warranty of this Agreement, or if Affiliate engages in any action that, in FindMeDiscount.com\s sole discretion, reflects poorly on FindMeDiscount.com or otherwise disparages or devalues FindMeDiscount.com\s trademarks, service marks, tradename, reputation or goodwill, FindMeDiscount.com may terminate the Agreement immediately upon notice to Affiliate. Either party may terminate this Agreement on ten days written notice to the other party for any reason. Either party may suspend performance or terminate this Agreement if the other party makes any assignment for the benefit of creditors or has any petition under bankruptcy law filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee or receiver or like officer appointed for its business or assets or any party thereof. Upon the termination of this Agreement for any reason (i) all license rights granted herein shall terminate immediately, and Affiliate shall immediately cease use of the Banners and FindMeDiscount.com Link. In the event of any termination or expiration of this Agreement for any reason, Sections 2, 4.b, 5.c, 5.d, 5.e, , 7, 8, 9, 10 and 11 shall survive termination.

11. MISCELLANEOUS

This Agreement shall be governed by and construed under the laws of England and each party irrevocably submits to the exclusive jurisdiction and venue of the English courts. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. The parties are independent contractors and no employment, agency, or joint venture is created hereunder. All notices, requests and other communications under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given. This Agreement may not be assigned by Affiliate or amended without the prior written consent of both parties. Any purported assignment or amendment in violation of the foregoing shall be void. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written.