"Partner Site(s)" means any website(s) owned, controlled or used by Partner which offers WEBHOG product and services to its customers which Partner shall have to fulfill its obligations under this Agreement and all Products and Services Order(s).

Intellectual Property Rights" means all rights held by WEBHOG in the software and technology, including without limitation, patents whether filed or unfiled, copyrights, authors' rights, trademarks, service marks, trade names, know-how and trade secrets, irrespective of whether such rights arise under Canadian or International intellectual property, unfair competition or trade secret laws, treaties or conventions.

"Products and Services Order(s)" means any valid products and services order issued pursuant to this Agreement, the terms of which shall set forth any additional rights and obligations of the parties hereto. No products and services order shall be valid unless it is fully executed by both WEBHOG and Partner.

WEBHOG Marks" means those registered or un-registered trademarks, service marks, and logos that are provided to Partner for the limited purpose of promoting WEBHOG Products and Services.

WEBHOG Products and Services" means WEBHOG products and services to be distributed by Partner under this Agreement as detailed in Products and Services Orders issued hereunder.

"WEBHOG Web Site" means the proprietary Internet sites owned or operated by WEBHOG, including but not limited to the following websites presently located at the URLs www.webhog.ca which WEBHOG products and services are offered.

"Partner Content" means all artwork, graphics, icons, trademarks, trade names, service marks, logos and other content contained in the Partner Site(s).

Partner agrees to market, sell, distribute and use WEBHOG's Products and Services as set forth in the Products and Services Order(s) issued hereunder. Partner shall comply with all the terms and conditions of each Products and Services Order, including without limitation all terms of payment, billing, invoicing, fulfillment, and customer support, in the manner set forth therein.

Partner shall promote WEBHOG Products and Services by prominently displaying on each Partner Site the WEBHOG Marks. In the event that WEBHOG changes, replaces or otherwise modifies any specific WEBHOG Mark provided to Partner, Partner shall replace such mark with the new mark provided within ten (10) days of receipt of same.

Except for its use of the WEBHOG Marks as provided herein, Partner shall not refer to WEBHOG or any offer, product or service of WEBHOG on any Partner Site, in any manner, without obtaining WEBHOG's prior written consent to the content of any such reference. Partner will not make any representations or warranties about the WEBHOG Web Site or the WEBHOG Products and Services that WEBHOG has not first approved in writing.

Partner will be solely responsible for the development, operation and maintenance of each of Partner Site and for all materials that appear on that Site. Such responsibilities include, but are not limited to, the technical operation of Partner Site and all related equipment; the accuracy and propriety of materials posted on Partner's Site; and ensuring that materials posted on Partner's Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. WEBHOG disclaims all liability for all such matters. WEBHOG reserves the right to conclude that Partner's Site is unsuitable in accordance with WEBHOG's policies, and Partner shall remove the material accordingly.

During the term of this Agreement, Partner will not disparage WEBHOG, WEBHOG Marks, WEBHOG Web Site or any of WEBHOG Products and Services, or display any such items in a derogatory or negative manner on any Partner Site.

Any amounts owed hereunder and not paid by Partner when due shall bear interest at the rate of eighteen percent (18%) per annum. Partner agrees to pay any and all fees (including collection agency fees, attorney's fees and courts costs) incurred by WEBHOG in collecting amounts owed under this Agreement.

Partner shall at all times provide true, accurate and current contact information in any and all Partner Sites and Materials such that Registrants or potential registrants are able to contact Partner regarding its services.

WEBHOG hereby grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty free license in and to the WEBHOG Marks to reproduce, publicly display, transmit and broadcast the WEBHOG Marks for the sole purpose of promoting the WEBHOG Products and Services on the Partner Site as described herein or in any Products and Services Order.

WEBHOG owns all rights in or to the WEBHOG Marks and all Intellectual Property Rights therein and thereto. Partner acknowledges that the WEBHOG Marks and Intellectual Property, and the goodwill associated therewith, are valuable properties belonging to WEBHOG and that all rights thereto are and shall remain the sole and exclusive property of WEBHOG. Partner shall not now or in the future contest the validity of the WEBHOG Marks. Partner agrees that all customers that purchase WEBHOG Products and Services are WEBHOG customers and that WEBHOG shall be the owner of all information or data collected by WEBHOG in providing any product or service to them. Nothing herein shall confer upon Partner any right of ownership in any of WEBHOG's Marks or Intellectual Property.

Partner acknowledges under this Agreement, it may have access to and acquire knowledge from, material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, customers and Intellectual Property Rights of WEBHOG that may not be accessible or known to the general public ("Confidential Information"). "Confidential Information" shall include, but not be limited to, (i) the terms of this Agreement, (ii) any and all information regarding any software utilized by WEBHOG to create, operate or maintain any of the WEBHOG Web Sites, (iii) all information contained in the WEBHOG Partner database and administrative software, and (iv) any information which concerns technical details of operation of any of the products and services offered hereunder.

Partner agrees to maintain all Confidential Information of WEBHOG, both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of WEBHOG; however, Partner may disclose the financial terms of this Agreement to its legal and business advisors and to potential investors if such third parties agree to maintain the confidentiality of such Confidential Information. Partner further agrees to use the Confidential Information only for the purpose of performing this Agreement. In addition, Partner shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Confidential Information and which are provided to Partner hereunder. Whenever requested by WEBHOG, Partner shall immediately return to WEBHOG all manifestations of the Confidential Information or, at WEBHOG's option, shall destroy all such Confidential Information as WEBHOG may designate. Partner's obligation of confidentiality shall survive this Agreement for a period of five (5) years from the date of its termination, and thereafter shall terminate and be of no further force or effect.

Partner represents and warrants that (i) it has the right, power and authority to enter into this Agreement and to fully perform its obligations under this Agreement; (ii) entering into this Agreement does not violate any agreement existing between it and any other person or entity; (iii) the Partner Content does not violate or infringe any right of privacy or publicity or any other Intellectual Property Right or contain any libelous, defamatory, obscene or unlawful material, or otherwise violate or infringe any other right of any person or entity; and (iv) the information contained in the Application (which is incorporated herein by reference) submitted by Partner is true and correct, and Partner acknowledges and agrees that WEBHOG has relied on the information provided therein in entering into this Agreement.

Partner shall defend, indemnify, and hold harmless WEBHOG and its officers, directors, shareholders, owners, managers, employees, agents, contractors and attorneys ("WEBHOG Related Parties") from and against any and all claims of third parties, including, but not limited to all loss, liability, claims, demands, damages, cost or expense, causes of action, suits, proceedings, judgments, awards, executions and liens, relating to Partner's services or arising under or relating to Partner's performance of this Agreement, including the use, display, exploitation, or operation of any Partner Sites or Materials.

WEBHOG represents and warrants that (i) it has the right, power and authority to enter into this Agreement and to fully perform its obligations under this Agreement; (ii) entering into this Agreement does not violate any agreement existing between it and any other person or entity; and (iii) WEBHOG further represents and warrants that the WEBHOG Marks do not violate or infringe any Intellectual Property Rights of any other person or entity.

This Agreement will commence as of the Effective Date and will continue for a period of ONE (1) year ("Initial Term") unless terminated earlier as set forth below. This Agreement shall be automatically extended for successive periods of twelve (12) months following the Initial Term unless either party notifies the other in writing of its election to have the Agreement expire at any time prior to the end of each then-current term. The parties agree that to the extent any Products and Services Order sets forth a term or termination shorter than that provided pursuant to this section 7, such Products and Services Order shall be governed by the term or termination set forth therein.

Either party will have the right to terminate this Agreement for any material breach that is not cured within thirty (30) days after written notice of such breach.

Either party hereto may, at its option, and without notice, terminate this Agreement, effective immediately, should the other party hereto (i) make a general assignment for the benefit of creditors; (ii) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (iii) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (iv) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or (v) have a decree entered against it by a court of competent jurisdiction appointing a receiver liquidate, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party's property or providing for the liquidation of such party's property or business affairs.

Upon termination of this Agreement, Partner will immediately remove the WEBHOG Marks and all Links from each Partner Site and cease the use of the WEBHOG Marks.

No refund is allowed for replenish account performed during the terms of this Agreement. You can only request refund for the outstanding balance of prepayment amount in your partner account with WEBHOG upon termination of Agreement.

If you have transacted at least 25 domain years since sign up, an administrative fee $5 CDN is levied on your refund request if the net amount is refunded to you by bank draft/banker cheque/local cheque or $15 CDN if it is refunded to you by wire transfer.

If you have transacted less than or equal to 25 domain years since sign up, you will be charged for $10 CDN plus 5% on the outstanding balance of prepayment amount in your partner account with WEBHOG for the refund pay to you.

WEBHOG reserves the right to modify this Refund Policy at its discretion, or against any partner it believes is abusing this policy. Any such revision or change will be binding and effective immediately after posting of the revised Refund Policy on WEBHOG websites. You agree to periodically review our websites, including the current version of our Refund Policy. Our refund policy is made available on our websites. It is your obligation to review our refund policy for any such revisions.

PARTNER AGREES THAT WEBHOG'S ENTIRE LIABILITY, AND PARTNER EXCLUSIVE REMEDY, ARISING OUT OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNTS PAID BY PARTNER HEREUNDER. WEBHOG SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT OR ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WEBHOG BE LIABLE FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES ARISING OUT OF THE TERMINATION OF THIS AGREEMENT.

WEBHOG MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCT OR SERVICE OF WEBHOG, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. WEBHOG MAKES NO REPRESENTATION THAT THE WEBHOG SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WEBHOG SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Notices to WEBHOG or Partner may be delivered by 1) registered or certified official mail by reputable commercial courier service based on the address posted on Partner and WEBHOG website, or 2) email address posts on Partner and WEBHOG website (http://www.webhog.ca).

This Agreement, together with the Products and Services Order(s) executed hereunder, constitutes the entire understanding and agreement between WEBHOG and Partner with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between WEBHOG and Partner concerning the subject matter hereof.

WEBHOG and Partner will use their best efforts to conduct at all times its business within the bounds of the respective business policies and in a manner that will reflect favorably on both parties and their product and services and WEBHOG Service. Additionally, neither WEBHOG nor Partner shall engage in any deceptive, misleading, illegal or unethical business practices in their respective performance of this Agreement.

All amendments or modifications of this Agreement shall be binding by the parties so long as the same shall be in writing and executed by each of the parties hereto. WEBHOG shall be entitled to amend any provision of this Agreement by providing notice to Partner if such amendment is applied to substantially all of the participants in the Program. It is expressly understood and agreed that no usage of trade or other regular practice or method of dealing between the arties hereto shall be used to modify, interpret, supplement or alter in any manner the express terms of this Agreement or any part hereof.

Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this section (I) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure. In the event that a force majeure event described above extends for a period in excess of thirty (30) days in the aggregate, WEBHOG may terminate this Agreement.

The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.

In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Neither Partner nor WEBHOG may assign or transfer this Agreement without the prior written approval of the other party; provided, however that the sale of any portion of the assets of WEBHOG, or any of its subsidiaries, its acquisition by or merger into another Partner, shall not be deemed an assignment of this Agreement by WEBHOG. Any assignment in violation of this Section 10(i) shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of Partner and WEBHOG.

The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party. Each party shall bear its own costs and expenses in performing this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of Canada. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Canada in accordance with the ADR Institute of Canada, Inc. ("ADR Canada Rules") for the time being in force which rules are deemed to be incorporated by reference to this clause. The Tribunal shall consist of one (1) arbitrator to be appointed by ADR Canada unless otherwise agreed and the language of the arbitration shall be English.