This QIMA Affiliate Program Agreement (the "Agreement") sets forth the terms and conditions regarding the QIMA Affiliate Program (the "Program") of QIMA Ltd. ("QIMA"). BY CLICKING ON THE "Sign-Up Now" BUTTON AT THE END OF THE AFFILIATE APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "AFFILIATE") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.

Definitions

Capitalized terms in this Agreement will have the meanings set forth below or attributed to them in various sections of the Agreement. However, use of the term "Affiliate" in this Agreement shall not be interpreted or construed to mean that any party to this Agreement is an "affiliate" of any other party for purposes of any federal and state securities laws. "Affiliate Originated Visitor" means a unique end-user who accesses the QIMA Site through an Affiliate Link on the Affiliate Site. "QIMA Brand Features" means QIMA trade names, trademark, service mark and/or logo authorized by QIMA and found at QIMA.com "QIMA Content" means QIMA-provided quality-control focused articles and other content. "QIMA Site" means the QIMA World Wide Web site which is the destination of the URL included by QIMA in the Link. "Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing. "Link" means a hypertext and/or graphical link, to or from one Web site to another Web site which allows an Affiliate Originated Visitor to automatically transfer from the Affiliate Site to the QIMA Site.

Enrollment in the Program

To begin the enrollment process, Affiliate will submit and complete Affiliate Program application via QIMA.com. QIMA will evaluate Affiliate's application and notify you of your acceptance or rejection of your application. QIMA may reject your application and reserves the right to terminate this Agreement for any reason with or without notice to Affiliate including but not limited to a determination that the Affiliate Site is unsuitable for or incompatible with the Program.

Links

We prohibit any masking of your URLs - making it appear as though your link is an official www.qima.com, or inspection.qima.com. You may not use links that automatically redirect the user to the www.qima.com, or QIMA.com website in your search ads. Any Affiliate Link placed must be done so in such a way that it is not misleading to any Affiliate Originated Visitor and done so with the intention of delivering users to the QIMA Site for that Link. Affiliate acknowledges that the Affiliate Site will include the QIMA Brand Features, and Affiliate has no right to alter, remove, or customize the QIMA Brand Features. Affiliate will not use or display the Link(s) or the QIMA Brand Features in a manner that is defamatory, misleading, libelous, and obscene or otherwise potentially damaging to the reputation of QIMA, or the goodwill associated with the QIMA Brand Features. Any Affiliate Link must not use the no follow tag.

Affiliate Obligations and Restrictions

Affiliate will be solely responsible for the development, operation and maintenance of Affiliate Site and for all materials that appear on Affiliate Site, including but not limited to: (a) the accuracy and appropriateness of materials posted on Affiliate Site; and (b) ensuring that materials posted on Affiliate Site do not violate or infringe upon the rights of any third party. Affiliate agrees to refrain from the following: (a) purchasing and/or using domain name(s) that incorporate any portion of the QIMA Brand Features; (b) purchasing any search engine keywords that outrank and/or outbid any of the QIMA Brand Features; (c) identifying the Affiliate site as an "official site" ("affiliate" or "authorized affiliate" are permitted uses); and (d) changing any QIMA Product price and/or offering any additional Affiliate discounts or rebate on any QIMA Product. Affiliate hereby agrees to indemnify, defend and hold harmless QIMA, its shareholders, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including, without limitation, attorneys' fees) arising from the development, operation, maintenance and contents of Affiliate Site.

Competitive Service

If you are approved as an Affiliate, QIMA would prefer that you not be an affiliate or otherwise promote, market or sell any products that are competitive with QIMA Products. If you do market competitive products and services, you agree to place our Link, banners, and any other content identifying QIMA and/or describing the our products and services (the "Content") in a location and in a manner on your Site that is equal to or better than the location and manner in which you place a competitor's Content.

Order Processing

QIMA will process orders placed by users who follow the Links from Affiliate's Site to QIMA's Web Site. QIMA reserves the right to reject or withhold acceptance or fulfillment of orders for any reason or for no reason, including but not limited to the failure of any customer making an order to comply with our terms and conditions of sale, (which we may revise periodically without notice to you). QIMA will be responsible for all aspects of order processing and fulfillment.

Commissions

Affiliates are paid a commission on all paid services per client referred for three years from the referred client's first order. Affiliates commissions are paid as follows:
8% of paid revenue on all inspections and audits sold at >90% of QIMA Public Prices.
5% of paid revenue on all inspections and audits sold at 70%-90% of QIMA Public Prices.
For Lab Testing, QIMA will pay affiliates a fixed 8% on paid revenue received.
In order to be eligible to earn a commission, your clients must order by clicking on the affiliate link you place on your Web site or you may refer affiliates offline by contacting affiliate@qima.com. QIMA clients are not eligible for the affiliate program. Affiliate may not directly, or indirectly, knowingly target existing QIMA clients. If Affiliate violates any of the terms and conditions contained herein, Affiliate forfeits any unpaid commissions.

Payments

Subject to Section 7 above, QIMA will pay Affiliate the Commissions and Bounties earned with payments calculated on a quarterly basis (Described as January 1^st through March 31st, April 1^st through June 30^th, July 1^st through September 30^th, October 1^st through December 31^st). Approximately forty-five (45) days following the end of each quarter (Described as March 31, June 30^th, September 30^th, and December 31^st) during the agreement, QIMA will send Affiliate the Commissions and Bounties earned via wire transfer or paypal, less any other fees or reduction for returns that QIMA is required by law to withhold, and excluding fraudulent, redundant, or non-qualifying Commissions or Bounties. If the Commissions and Bounties payable to Affiliate for any quarter are less than $100.00 USD, QIMA will hold those fees until the total amount due is greater than $100.00 USD (unless this Agreement is terminated). Affiliate may be taxed on the accrual of Commissions or Bounties, depending on the tax laws of Affiliate's federal, state, and local jurisdictions. Affiliate shall be responsible for any and all tax liability arising out of your accrual or receipt of Commissions or Bounties and Affiliate hereby agrees to indemnify and hold QIMA harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from such tax liability. Each party is responsible for bearing their own bank charges (including intermediary bank charges if client's bank doesn't process the transfer themselves).

License Grant

QIMA hereby grants to Affiliate a limited, nonexclusive, royalty-free, nontransferable, worldwide license, without the right to sublicense, to use, reproduce, publicly perform, distribute and display the QIMA Brand Features and QIMA Content at the Affiliate Site solely in the form delivered by QIMA. Affiliate is only entitled to use the QIMA Brand Features and QIMA Content to the extent that the Affiliate is a member in good standing in the Program.

Reservation of Rights

QIMA reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. QIMA retains all right, title, and interest in and to the QIMA Brand Features and the QIMA Site, together with all Intellectual Property Rights thereto. In addition, QIMA shall establish all QIMA Product pricing and associated fees. QIMA may, in its sole discretion, change the QIMA Product pricing with or without notice.

Program Information

QIMA will own all right, title and interest in and to all information that is created or collected in the operation of the QIMA Site including, without limitation: (i) any contact information collected from any Affiliate Originated Visitors, (the "Contact Information"); and (ii) any information collected about product sales at the QIMA Site generated through the Affiliate Link(s), (the "Sales Information"). QIMA (will/can) not share contact information to Affiliates and/or other third parties. QIMA will make certain Sales Information available online to Affiliate from time to time. Affiliate will not disclose any Sales Information to any third party without QIMA's prior approval. Subject to the terms and conditions of this Agreement, QIMA grants to Affiliate a worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and subject to the restrictions set forth in this Section. Each party shall comply with its respective privacy policies and statements in handling, using and disclosing any Contact Information and Sales Information.

Termination

This Agreement will become effective on the Effective Date and ends when terminated by either party in accordance with this Agreement. This Agreement may be terminated (i) by QIMA, with or without cause, and with or without notice to Affiliate, and (ii) by Affiliate, with or without cause, by removing the QIMA Brand Feature from the Affiliate Site, and notifying QIMA of its intention to terminate the Agreement. Upon termination or expiration of the Agreement: (i) all licenses granted herein shall terminate; (ii) Affiliate shall immediately remove any Affiliate Link(s) and QIMA Brand Features from Affiliate Site; (iii) QIMA will pay Affiliate any accrued and unpaid Fees, provided such fees exceed $100; and (iv) Sections 14, 15, 16, 17, 18, 20, and 21 and this sentence will survive. If QIMA should terminate this Agreement because Affiliate is in breach of a material term, QIMA may withhold Commissions or Bounties payable to you in an amount equal to the amount by which QIMA believes in good faith that we have been damaged by such breach, including prospective damages and damages resulting from claims by third-parties caused by such breach.

Modification

At any time and in QIMA's sole discretion, QIMA may modify any of the terms and conditions contained in this Agreement by (i) posting a change notice or a new agreement on QIMA.com and/or (ii) e-mailing a revised agreement to Affiliate. If any modification is unacceptable to Affiliate, Affiliate's only recourse is to terminate this Agreement. Affiliate's continued participation in the program following QIMA's posting of a change notice or new agreement.qima.com and/or affiliate's receipt of a revised agreement will constitute binding acceptance of the modification.

Disclaimer

THE ASIAINSPECTION SITE AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND ASIAINSPECTION EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE ASIAINSPECTION SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, ASIAINSPECTION MAKES NO REPRESENTATION OR WARRANTY THAT THE LINKS, THE TRACKING DATA, THE OPERATION OF ASIAINSPECTION'S SITE, OR BE FREE'S PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING SALES GENERATED BY YOUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND ASIAINSPECTION SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA. ASIAINSPECTION SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF ASIAINSPECTION'S PRODUCTS.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL ASIAINSPECTION BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE PROGRAM. WITHOUT LIMITING THE FOREGOING, ASIAINSPECTION'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.

Authority

If the person entering into this Agreement is acting on behalf of his or her company, such person represents to QIMA that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Affiliate, that this Agreement has been duly authorized by Affiliate and that this Agreement will constitute the legal, valid and binding obligation of Affiliate. Such person hereby agrees to indemnify and hold QIMA harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section. If the person entering into this Agreement is acting on one's behalf, such person represents to QIMA that he or she is an individual, 18 years of age or older.

Publicity

Affiliate shall not create, publish, distribute, or permit any written material that makes reference to QIMA without first submitting such material to QIMA and receiving written consent from QIMA.

Relationship of Parties

Affiliate and QIMA are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Affiliate will have no authority to make or accept any offers or representations on QIMA's behalf. Affiliate will not make any statement, whether on Affiliate Site or otherwise, that reasonably would contradict anything in this Section. Affiliate, as an independent contractor, will have sole responsibility for its expenses, employees, sales representatives and agents.

Communications

Affiliate agrees that by becoming an QIMA Affiliate, QIMA will contact you on a periodic basis with information about QIMA's affiliate programs.

Jurisdiction

These terms and conditions shall be governed by and construed in accordance with Hong Kong Law. All disputes or differences of any kind whatsoever between the parties in connection with or arising out of the services shall be submitted to the non exclusive jurisdiction of the courts of Hong Kong.

Notice

Any notice to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given. Notice to QIMA will be directed to QIMA Ltd., 5/F, Dah Sing Life Building,99-105 Des Voeux Road Central HK. Tel. (852) 3165 8838 - Fax. (852) 2774 2053) within seven days following discovery of the facts, or three months from the completion of the QIMA Service..

Assignment

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties to this Agreement and their respective successors and assigns.

Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.