Thank you for your interest in becoming an affiliate for BRIEFME.COM, Inc. (BRIEFME).

To apply, fill out the online application form after reading the following Terms of Agreement.

TERMS OF AGREEMENT:

Following are the Terms of Agreement for the BRIEFME.COM, Inc. Affiliate Program (BRIEFME System). They are here to protect both parties and to ensure that the program is safe. Please read the terms carefully, as you are bound by its contents.

By agreeing to these terms and submitting the registration form, you are entering into a legal agreement with BRIEFME.COM, Inc. (BRIEFME). You are responsible for making sure you comply with them. Ignorance of any or all of the terms and conditions is grounds for loss of earnings and termination (see Termination below).

The Terms of this Agreement starts upon our acceptance of your application and shall continue until terminated by either party upon Notice to the other.

Hereafter, we will refer to the person or entity you entered above as "You" or "Your." When we refer to "We," "Us," "Our," we mean BRIEFME.COM, Inc.. When we refer to your website, that also includes any content of yours distributed via an e-mail newsletter or e-zine.

Approval of any website or e-mail newsletter that meets our content requirements is eligible to become an affiliate. Participation in the program is subject to prior approval from BRIEFME. BRIEFME reserves the right to refuse to approve an affiliate or to terminate the affiliate status once granted.

Content On Your Website:
Your website content meets our requirements and is considered consistent with our policy if:

1. it is not defamatory or obscene
2. does not violate the privacy rights of its users
3. does not promote sexually-explicit materials, violence, illegal activities or discrimination of any kind
4. does not plagiarize content
5. does not violate any laws

You are responsible for ensuring that any content that appears on your website meets our requirements. BRIEFME will terminate your contract if your website turns out to be inconsistent with our Policy at any time (see Termination).

The Link During the Terms of this Agreement:
You may display our link on your website(s) or use one of our approved methods of displaying a link, banner, sign-up form or other subscription generation method. The link or subscription method will appear in as many pages and subpages as you want within the URL(s) listed in your application below, as well as in any opt-in newsletters you distribute via e-mail.

You can choose among links, banners, an integrated form or a pop-up window, which we have designed. It is up to you to determine what method will be more efficient and will draw the most click-throughs and subscriptions.

You shall display only the then-current versions of the Links. You will not alter the way the link display looks on your website. We reserve the right to monitor your use of and display of the Links.

Grant of License:
Links, logos and/or trademarks and trade names provided for the Agreement by BRIEFME are granted to the Affiliate through a limited, non-exclusive royalty-free license. No right other than the right to use them in accordance with the Affiliate Program is provided to the Affiliate. The license ends automatically with termination of the agreement.

Commission Revenue:
We will pay you a commission on valid subscribers as outlined on the affiliate page of the BRIEFME site, as well as an override commission for valid subscribers generated by webmasters that you refer to our program. You may not refer yourself as a webmaster in order to receive additional revenue on your own activity. Subscriptions and subscribers are defined in the Subscriber section. You may only advertise for us using the methods provided. Current subscriber commissions and override commissions are listed on the BRIEFME site at http://www.briefme.com/membership

Payment Details:
Each affiliate is paid on an account level monthly. Checks are written before the end of the following month. We will hold revenues until you reach our minimum requirement of $35. In other words, we carry over unpaid balances every month until they reach $35.

Subscriber:
The BRIEFME system will consider a subscriber to be valid when the visitor opts in for 3 or more e-zine topics during an affiliate session (a visit to our website by someone who got there by clicking on a link displayed on your website or interacted with one of our pop-up windows or a form placed within your site). The subscriber has to double opt-in to be accepted for payment (i.e., respond to the confirmation sent via e-mail).

Subscribers will not be considered valid for payment if:

• you subscribed others without their knowledge or approval
• they are not confirmed via the double opt-in process (response to the confirmation letter)
• the subscriber subscribes to less than 3 e-zines
• the subscriber already exists in our database (a current subscriber)

Additional Benefits / Publicity:
We currently reward active affiliates with additional benefits over and above payment. Once a valid subscriber is confirmed, not only will we pay you the commission, but we will also promote you in our BRIEFME e-zine, increasing your visibility and traffic. The current level of PR/visibility is posted on the BRIEFME site at: http://www.briefme.com/membership/ . These additional benefits can be modified at any time.

Reporting:
We will provide you with an online report describing the Revenue for the previous period and the corresponding Commission payments. You will access the online report with your special log-in and password. The report will also list subscriber activity.

Cheating:
We will use technology to control fraud. Fraud includes, but is not limited to, the submission of unauthorized e-mail sign-ups, the creation of new e-mail addresses for submission by the affiliate, referring oneself to be an affiliate in order to receive the additional override payment on your activity, or changing HTML or other code related to the affiliate program. Such fraud is grounds for immediate termination. The affiliate will not be compensated. We reserve the right to bill you for a refund of any commission paid to you that are attributable to your cheating and artificially inflating subscriptions or # of subscribers.
We also reserve teh right to take additional legal action to protect us against or compensate us against fraudulent activity.

Unsolicited E-mail and SPAM:
It is our policy not to participate in unsolicited e-mail, newsgoup postings, instant messages, chat rooms ICQ and IRC (i.e. spam / UCE). All Affiliates are expected to adhere to such policy, and each Affiliate hereby acknowledges that distribution of unsolicited e-mail may be grounds for termination. Violation of this policy will result in the termination of this Agreement and immediate dismissal from the BRIEFME Affiliate Program. In addition, any account which is terminated for violating this provision of the terms of use will not be paid for any amounts due at the time of termination or thereafter, and may not be allowed to participate in BRIEFME in any capacity. In addition, USE OF SPAM DAMAGES BRIEFME's REPUTATION in the commmunity. Because damages are often difficult to quantify, if actual damages cannot be reasonably calculated, then you agree to pay BRIEFME liquidated damages of five dollars ($5.00 U.S.D.) for each piece of spam or unsolicited bulk e-mail transmitted from or otherwise connected with your account; otherwise, you agree to pay BRIEFME's actual damages, to the extent such actual damages can be reasonably calculated.

Termination:
Any party can terminate the Agreement any time upon notice to the other via e-mail. BRIEFME will use the e-mail address provided by the affiliate for this purpose. Affiliates may use the e-mail address: members@briefme.com

BRIEFME.COM reserves the right to terminate the agreement for any reason, including, but not limited to, fraud or suspected fraud (see Cheating), the use of SPAM in promoting BRIEFME, or change of website content which makes it inconsistent with our Policy.

Effects of Termination:
Upon termination of this Agreement, You shall cease displaying any banners, images, links or pop-ups, or any BRIEFME references within your site or e-mail communications.

We will make any final payment to you within 2 months following Termination, after which time we will have no further obligation to you to pay any revenue. We reserve the right to bill you at any time, even after termination of this Agreement, for a refund due to cheating, fraud or any miscalculation, as mentioned in the revenue/subscription section.

Ownership of Data:
You may not keep a copy of any of the names, e-mail addresses, or associated data generated by the subscription process. BRIEFME retains the sole and exclusive rights to any and all subscriber data.

Relationship of Parties:
The relationship between the parties established by this Agreement is one of independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.

Modifications:
BRIEFME reserves the right to change any of these terms and conditions at any time without notice. You are responsible for complying with any changes to the terms and conditions within 10 days of the date of change. Continued paricipation in the BRIEFME affiliate program after any such changes shall constitute your consent to such changes. BRIEFME does not and will not assume any obligation to notify you of any changes to the Terms of Use and Notices, or Additional Terms.

Without limiting the foregoing, BRIEFME AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS CONTAINED AS PART OF THE BRIEFME AFFILIATE PROGRAM FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. BRIEFME AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL BRIEFME AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE BRIEFME SYSTEM OR RELATED SERVICES, WITH THE DELAY OR INABILITY TO USE THE BRIEFME SYSTEM OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE BRIEFME SYSTEM, OR OTHERWISE ARISING OUT OF THE USE OF THE BRIEFME SYSYTEM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF BRIEFME OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE BRIEFME SYSTEM, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE BRIEFME SYSTEM AND ITS RELATED SERVICES. Without limiting the foregoing, BRIEFME is not responsible for network, software or harware failure. You agree to defend, indemnify and hold BRIEFME harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of these Terms of Use (including, without limitation, violation of applicable Additional Terms of Use), or any third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of your relationship with BRIEFME.

GENERAL:
This agreement is governed by the laws of the State of New York, U.S.A. You hereby consent to the jurisdiction of and venue in courts located in New York County, New York, U.S.A. in all disputes arising out of or relating to the use of the BRIEFME System. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against BRIEFME (or its affiliates). Use of the BRIEFME System is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and BRIEFME as a result of this agreement or use of the BRIEFME System. BRIEFME's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of BRIEFME's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the BRIEFME System or information provided to or gathered by BRIEFME with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and BRIEFME with respect to the BRIEFME System, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and BRIEFME with respect to the BRIEFME System. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not rent, lease, license, grant a security interest in, or otherwise transfer or sublicense your rights in the BRIEFME System to any third party.

Any rights not expressly granted herein are reserved by BRIEFME.

FOR INFORMATION REGARDING THE BRIEFME PRIVACY STATEMENT visit: http://www.briefme.com/legal.htm .