1. AGREEMENT ENROLLMENT. By submitting an application, You are entering a legal agreement with Kaqoo in accordance with and governed by the terms contained below. Submitting an application signifies that you have read and understood these terms and agree to be governed by them.

2. AGREEMENT. Kaqoo hereby grants to You the nonexclusive, nontransferable, nonassignable right during the Term to use Kaqoo's Icon, Kaqoo's trademarks, Kaqoo and Kaqoo.com (the Marks), and other related textual and graphic material that are provided by Kaqoo to You for the purpose of inclusion on Your Web Site (collectively, the "Web Site Materials"). Kaqoo will issue buttons, banners, logos, or other creative devices to You which You may, at your choosing, display in a reasonably prominent position on Your Web Site. Kaqoo also authorizes You to refer in Your advertising and promotion to the fact that You are taking content from Kaqoo's Web Site. You agree that you shall not: (A) state, or imply by the wording or prominence of such a statement, or otherwise, that Kaqoo sponsors, authorizes, and/or is the source or origin of Your Web Site; and/or (B) disparage Kaqoo, its products or services; and/or (C) use the Marks in any manner detremental to the Kaqoo brand. Specifically, and among other things, You shall not combine the Marks into your own product, service or company name(s), domain names, trade names or logos. You may not use any of the Marks as search terms, keywords, or in any other manner with search engines or devices. You may not use the Marks in any other fashion or any other location or placement without Kaqoo's prior written approval. All use of Kaqoo's Web Site Materials hereunder shall inure to the benefit of Kaqoo and shall not create any rights, title or interest in them for You. You have no other right to use Kaqoo's name or trademarks. If Your Web Site displays or makes accessible to Visitors descriptive information regarding any of the other vendors whose icons are displayed on Your Web Site Area, then You shall, subject to Kaqoo's written approval of the content thereof, include similar descriptive information regarding Kaqoo's Web Site. You shall not e-mail a hyperlink or any information relating to Kaqoo to any third party without the written consent of Kaqoo.

3 TERM: This Agreement shall begin after Kaqoo has received Your application and has notified You of its acceptance. This Agreement shall continue until terminated by either You or Kaqoo, which may be done for any reason or no reason on written notice to the other party. In the event either party terminates this Agreement, You shall immediately remove all links and any other reference on Your Web Site to Kaqoo and shall immediately return to Kaqoo all Web Site Material provided to you by Kaqoo. Any amount over US$5.00 still owed to You at the time of termination shall be paid to You in accordance with the terms of this Agreement.

4. COMMISSIONS: Kaqoo shall pay You a commission of 80% of net sales (defined as gross sales less refunds and chargebacks) generated by customers who connect to Kaqoo through Your Web Site and purchase features which incur charges upon Your website. Kaqoo shall pay commissions on accounts that have a minimum of US$100 in earned commissions by check on a monthly basis. Should Kaqoo offer and You choose to accept any other payment method You will be responsible for all transmission and banking costs incurred by You. Any account that doesn't meet the revenue requirement will be rolled over to the next month. You are responsible for payment of all federal, state or local taxes related to Your performance of this Agreement. You will designate a User ID and password for You to log on to a password-protected Web Address for the purpose of viewing any accrued commissions due to You.

5. CONFIDENTIAL INFORMATION: During the term of this Agreement, you may have access to information that Kaqoo reasonably considers to be proprietary or confidential including, but not limited to, products, software, research, inventions and marketing plans (hereinafter referred to as "Confidential Information"). You agree that You shall use such Confidential Information only for the purposes permitted hereunder and that You shall not otherwise disclose or use such Confidential Information. Confidential Information does not include information that (1) is or hereafter becomes part of the public domain through no wrongful act, fault or negligence of Yours; (2) is already in Your possession; or (3) You are required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that You shall first have given notice to Kaqoo and shall give Kaqoo a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.

6.1. Product Responsibility: You acknowledge that Kaqoo does not advocate or endorse the purchase or the use of any products or services offered by You through your Web Site or otherwise, other than the services of Kaqoo; you further acknowledge that Kaqoo does not guaranty the quality, fitness, or results of any products or services offered by You through your Web Site or otherwise, except the services of Kaqoo in accordance with the written terms of the contract Kaqoo offers.
6.2. Web Site Responsibility: You acknowledge that you are solely responsible for your Web Site's development and operation and that you will continue to maintain Your Web Site in its current manner and condition except for changes made in the ordinary course of business.
6.3. Representations and Warranties by Kaqoo: Kaqoo represents and warrants that: (a) it has the right to enter into this Agreement and to grant the rights and licenses granted herein; (b) the use of its Materials in connection with Your Web Site does not and will not (i) invade the right of privacy or publicity of any third person, (ii) contain any libelous, obscene, indecent or otherwise unlawful material, or (iii) infringe any patent, copyright or trademark right in any jurisdiction; or (iv) contravene any other rights of any third person.
6.4. Representations and Warranties by You: You represent and warrant that: (a) You have the right to enter into this Agreement and to perform hereunder; (b) Your Web Site does not and will not (i) invade or contravene the right of privacy or publicity of any third person, (ii) contain any libelous, obscene, indecent or otherwise unlawful material; or (iii) infringe any patent, copyright or trademark right in any jurisdiction.
6.5 Risk Allocation: Kaqoo WILL NOT BE LIABLE TO YOU FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA -- ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
6.6. Breach of Representation, Warranty or Covenant: You agree to defend, indemnify and hold Kaqoo and each of its officers, directors, employees and agents harmless against and in respect of any loss, debt, liability, damage, obligation, claim, demand, judgment or settlement of any nature or kind, known or unknown, liquidated or unliquidated, including without limitation all reasonable costs and expenses incurred (legal, accounting or otherwise) (collectively, "Damages") arising out of, resulting from, or based upon any claim, action or proceeding by any third party alleging facts or circumstances constituting a breach of the representations and warranties of Section 6.4.
6.7. Acknowledgment of No Warranty: EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY WARRANTS THAT THEIR RESPECTIVE WEB SITES WILL PERFORM IN THE MANNER EXPECTED OR WITHOUT INTERRUPTION, ERROR OR DEFECT OR THAT ANY REVENUE TO EITHER PARTY WILL RESULT FROM THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS SET EXPRESSLY FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS NOT SPECIFICALLY ENUMERATED.
6.8 Limitation of Liability: Kaqoo will not be liable to you for incidental, indirect, consequential, special, punitive or exemplary damages of any kind - including lost revenues or profits, loss of business or loss of data -- arising out of this agreement (including without limitation as a result of any breach of any warranty or other term of this agreement Kaqoo's liability to You for any and all claims and damages incurred by You relating to or arising out of the subject matter of this Agreement, whether in contract, tort, implied warranty, strict liability or other form of action, except for (a) real or tangible property damage or personal injury or death; (b) claims for violations of a party's intellectual property rights; and (c) any right of indemnity provided herein; shall be limited to the lesser of (x) the amounts paid by Kaqoo to You pursuant to this Agreement for the preceding six months or (y) one hundred dollars. The warranty disclaimers and limitations in this Agreement are intended to limit the circumstances of liability.

7.1 Assignment: You may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of Kaqoo. Any purported assignment or delegation without such required consent shall be null and void.
7.2 Modifications: Kaqoo reserves its rights to modify any and/or all of the terms of this Agreement. In the event of such modification, Kaqoo shall notify You of such change in writing at Your most recent e-mail address. If You do not agree with such modification, Your only remedy shall be to terminate this contract.
7.3 Governing Law: This Agreement, its interpretation, performance or any breach thereof, shall be construed in accordance with, and all questions with respect thereto shall be determined by, the internal, substantive laws of the Rebublic of Singapore. In connection with any judicial proceeding: (i) the parties consent to the exclusive jurisdiction of the state and district courts located in Singapore; (ii) both Parties waive personal service and agree that service of any pleading, notice, complaint, etc. may be served by certified mail by one party to the other party at such other party's address for notices as set forth above; and (iii) such service shall be deemed effective as if personally served upon the receiving party at its principal place of business.
7.4 Headings: Section headings are for convenience only and are not a part of this Agreement.
7.5 Independent Contractors: You and Kaqoo are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between Kaqoo and You. Neither party has the authority to enter into agreements of any kind on behalf of the other party.
7.6 Integration: This Agreement contains the entire understanding of the parties hereto with respect to the transactions and matters contemplated hereby, supersedes all previous agreements between You and Kaqoo concerning the subject matter, and cannot be amended except by a writing signed by both parties.
7.7 Notice: All notices, demands and other communications hereunder shall be in writing or by written telecommunications, and shall be deemed to have been duly given: (i) if mailed by certified mail, postage prepaid, on the date five (5) days from the date of mailing, (ii) if delivered by overnight courier, when received by the addressee, (iii) if sent by confirmed telecommunication, one business day following receipt by the addressee at the following address: Kaqoo Pte. Ltd., c/o K.C.Lau & Co. 207A Thomson Road, Goldhill Centre, Singapore, 307640 or (iv) by email to admin@Kaqoo.com or such other address as Kaqoo may specify by notice given in writing.
7.8 Survival: The provisions of Sections 4, 5 and 6 shall survive termination or expiration of this Agreement.
7.9 Waiver: No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.