1. AGREEMENT

By completing and sending in the accompanying registration form you are agreeing to the terms and conditions of this Agreement, and entering into a legal agreement with Elite Concepts. ("Searchgalore.com "), which contains all of the terms and conditions below and governs your participation in the Searchgalore.com Web Search (as defined below) Affiliate program.

2. DEFINITIONS

For purposes of this Agreement, the following terms will have the indicated meanings:

1.Affiliate: The name of the company or individual or other corporate entity provided in the registration form.

2.Affiliate's Web Site: The web pages of Affiliate, as indicated in Affiliate's registration form "URL of Site."

3.Click-Through: When a user of Affiliate's Web Site enters text into the window of the Search Box and then clicks the button on the Search Box to submit a search request to the Search Engine and a valid search request is received at the Search Engine.

4. Content Related Link: Words and/or phrases provided by Searchgalore.com that are hyperlinked to search results from the Search Engine ("Search Results") that appear in a new browser window.

5. Searchgalore.com Services:  Includes Web Search only.

6. Licensed Materials: The Search Links and the software code, functionality and/or URL's that enable a user of Search Links to access the Searchgalore.com Services.

7.Search Box: The Searchgalore.com graphical element containing one or more of the Searchgalore.com trademarks, service marks and/or trade names, where users enter search queries in order to receive Search Results from the Search Engine.

8.Search Engine: SearchGalore.com’s proprietary technology for searching for Web sites ("Web Search") on the World Wide Web for organizing information available through the World Wide Web, and for providing search results to users who request such information.

9. Search Links: Refers collectively to Content Related Links and Search Boxes.

10. Search Box Fill In:  The space in or on the Searchgalore.com Search Box that holds the search term.

3.GRANT OF LICENSE

1.License: Subject to the terms and conditions of this Agreement, Searchgalore.com grants to Affiliate a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable royalty-free license during the term of this Agreement to display the Licensed Materials on Affiliate's Web Site, solely in connection with the exercise of Affiliate's rights under this Agreement.

2.Use: Affiliate shall apply, use, display and reproduce the Licensed Materials, in the size, place, and manner Searchgalore.com may indicate from time to time, on Affiliate's Web Site and related materials. Affiliate shall display such Licensed Materials only in a manner that complies in all material respects with SearchGalore.com’s Usage Guidelines attached hereto as Exhibit B, and as modified from time to time by Searchgalore.com in its sole discretion.

3.Ownership: Affiliate acknowledges that all right, title and interest in the Licensed Materials are exclusively owned by Searchgalore.com and/or its licensors, and that no right other than the limited license granted herein is provided to Affiliate. Affiliate shall not assert copyright, trademark or other intellectual property ownership or other proprietary rights in the Licensed Materials or in any element, derivation, adaptation, variation or name thereof. Without limiting the foregoing, Affiliate hereby assigns to Searchgalore.com all worldwide right, title and interest in the Licensed Materials and in any material objects consisting of the Licensed Materials and/or any Searchgalore.com trademark, trade name or service mark.

4.Ownership of Goodwill: Affiliate agrees that its use of the Licensed Materials, including all Searchgalore.com trademarks, service marks and/or trade names incorporated therein, inures to the benefit of SearchGalore.com. All goodwill or reputation in the Licensed Materials shall automatically vest in Searchgalore.com when the Licensed Materials are used by Affiliate pursuant to this Agreement. Affiliate shall not contest the validity of any of the Searchgalore.com trademarks, service marks or trade names or SearchGalore.com’s exclusive ownership of them. During the term of this Agreement, Affiliate shall not adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of the Searchgalore.com trademarks, service marks or trade names, or any word or mark confusingly similar to them in any jurisdiction.

5. . Search Box Fill In:  Affiliate agrees to obtain prior written permission from Searchgalore.com.com before adding or using a pre-filled search box. 

4.SEARCHGALORE.COM'S RIGHTS AND RESPONSIBILITIES

1.Search Box, Content Related Link: Searchgalore.com will provide to Affiliate a Search Box or a Content Related Link that will (i) in the case of a Search Box, enable a user of Affiliate's Web Site to type in a search query that will enable users of Affiliate's Web Site to access the Search Engine, or (ii) in the case of a Content Related Link, enable a user to click on hyperlinked text that will enable such users of Affiliate's Web Site to access the Search Engine.

2.Searchgalore.com Placement at Affiliate's Site: The Search Box(es) will be displayed on Affiliate's Web Site, in a form, manner and presentation in accordance with the Usage Guidelines attached hereto as Exhibit B and instructions posted by Searchgalore.com, as modified by Searchgalore.com from time to time.

5. AFFILIATE'S RESPONSIBILITIES

1.Affiliate's Implementation Responsibilities: Affiliate shall enable users of Affiliate's Web Site to enter search queries at a Search Link and access Web Search.

2.Changes: Affiliate shall not change the Licensed Materials or any other material that may be licensed to Affiliate.

3.Affiliate's Site: Affiliate agrees that it is solely responsible for the development, maintenance and operation of Affiliate's Web Site and for all materials and content that appear on Affiliate's Web Site.

4.Publicity: Affiliate may not create, publish, or distribute any item that references Searchgalore.com without first submitting those items to Searchgalore.com and receiving Searchgalore.com's written consent.  Affiliate may not issue any press release or other public statements regarding this Agreement without Searchgalore.com's prior written approval.  The failure to obtain the prior written approval of Searchgalore.com shall be deemed a material breach of this Agreement.

6. CONSIDERATION

1.Consideration: Searchgalore.com will pay Affiliate a commission of from $0.03  to $0.05 per Click-Through for Web Search.  This commission shall be paid in either cash or credit to Affiliates account with Searchgalore.com    The amount and manner of payment will be a the sole discretion fo Searchgalore.com.   Searchgalore.com has no obligation to pay Affiliate for commissions for any search queries from the Search Box or Content Related Link that were not generated by means of a valid search request or do not otherwise fit the definition of a Click-Through.

2. Payments made to affiliates located outside the United States of America.

All payments are by check drawn on a bank located in the United States of America. 

All payments are in US currency.  All payments are send via the U.S. Postal Service, normal delivery.  Affiliates located outside the United States of America understand that it may take considerable time for their payment to arrive.  Any payment that has cleared Searchgalore’s checking account with a period of 180, after being sent to Affiliate, may be cancelled at the sole discretion of Searchgalore.com

3.Terms: Searchgalore.com will pay Affiliate forty-five days (45) after the end of each calendar quarter for all commissions earned under Section 6.1 during the prior quarter, less any taxes Searchgalore.com may be required to withhold, and less any amount Searchgalore.com determines, in its sole discretion, was not validly earned from proper use of the Licensed Materials on Affiliate's Web Site. If commissions earned during any calendar quarter are less than $25, then Searchgalore.com, in its sole discretion, may hold those commissions until the quarter in which the total amount due is at least $25 or (if earlier) until this Agreement is terminated.

3.Reporting: Searchgalore.com will provide Affiliate with the ability to obtain a password that will enable Affiliate to enter a password-protected site or an area of a site communicated to Affiliate by Searchgalore.com. Affiliate may use the password to log in to that site solely to access information about the number of times the Search Box on Affiliate's Web Site has generated a search request to the Search Engine. Affiliate understands and agrees that Searchgalore.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

1.Searchgalore.com Warranties: Searchgalore.com represents and warrants that it has full power and authority to enter into this Agreement. Searchgalore.com does not warrant that the Search Engine or the Licensed Materials will meet all of Affiliate's requirements or that performance of the Search Engine or Licensed Materials will be uninterrupted or error-free. SEARCHGALORE.COM IS NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS), OR FOR ANY THIRD PARTY SITES THAT CAN BE LINKED TO FROM THE SEARCH RESULTS. SEARCHGALORE.COM AND ITS LICENSORS MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.

2.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 Web Site, and/or the technology used by Affiliate in connection with Affiliate's Web Site and/or 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; (c) do not violate applicable law or regulations;  (d) 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 (e) 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.

8. CONFIDENTIALITY

1.During the term of this Agreement, Affiliate may have access to certain non-public information of Searchgalore.com, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" by Searchgalore.com ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of Affiliate's. Affiliate agrees (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement and (iii) to keep the Confidential Information confidential using the same degree of care Affiliate uses to protect its own confidential information, as long as it uses at least reasonable care. Each party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow one party or third parties to unfairly compete with the other party resulting in irreparable harm to non-breaching party and, therefore, that upon any such breach or threat thereof, the non-breaching party shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. In addition, if the non-breaching party prevails in any legal dispute hereunder, it shall be entitled to collect its reasonable attorneys' fees and expenses. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the California state and U.S. federal courts having within their jurisdiction the location of Searchgalore.com's principal place of business. Each party consents to the jurisdiction of such courts. All obligations under this Section 8 survive for 3 years after termination of the Agreement.

9. INDEMNIFICATION

1.Searchgalore.com Indemnification: Searchgalore.com shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Affiliate, which alleges facts that would constitute a breach of any warranty or representation made by Searchgalore.com under this Agreement; provided that Affiliate promptly notifies Searchgalore.com in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to Searchgalore.com (at Searchgalore.com's expense and with Searchgalore.com's choice of counsel), and cooperates fully with Searchgalore.com (at Searchgalore.com's request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for Searchgalore.com to perform the foregoing.

2.Affiliate Indemnification: Affiliate shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Searchgalore.com, which would constitute a breach of any warranty, representation or covenant made by Affiliate under this Agreement; provided that Searchgalore.com promptly notifies Affiliate in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to Affiliate at Affiliate's expense and with Affiliate's choice of counsel. Searchgalore.com shall cooperate with Affiliate, at Affiliate's expense, in defending or settling such claim. Affiliate will not enter into any settlement or compromise of any such claim without Searchgalore.com's prior consent, which shall not be unreasonably withheld.

3.Limitation of Liability: EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO BREACH OF THE CONFIDENTIALITY PROVISIONS HEREIN OR OBLIGATIONS UNDER SECTION 9, NEITHER PARTY OR ANY OF SEARCHGALORE.COM'S LICENSORS WILL BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY 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 SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL SEARCHGALORE.COM'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT PAYABLE TO AFFILIATE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

10. TERM

1.Term: The term of this Agreement (the "Term") shall commence on the date Affiliate agrees to the terms and conditions of this Agreement and shall continue in force thereafter, unless earlier terminated as provided herein.

2.Termination for Breach: If Affiliate breaches any covenant, representation and/or warranty of this Agreement, or if Affiliate engages in any action that, in Searchgalore.com's sole discretion, reflects poorly on Searchgalore.com or otherwise disparages or devalues Searchgalore.com's trademarks, service marks, tradename, reputation or goodwill, Searchgalore.com may terminate the Agreement immediately upon notice to Affiliate.

3.Termination for Convenience: Either party may terminate this Agreement on five days written notice to the other party for any reason.

4.Termination Due to Insolvency: Either party may suspend performance and/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 appointed for its business or assets or any party thereof.

5.Effect of Termination: 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 Licensed Materials and of all Searchgalore.com trademarks, service marks and tradenames incorporated in the Licensed Materials.

11.MISCELLANEOUS

1.Survival. In the event of any termination or expiration of this Agreement for any reason, Sections 3.3, 3.4, 7, 8, 9, 10.5 and 11 shall survive termination.

2. Notice.  Any notice required for or permitted by this Agreement shall be in writing and shall be deemed delivered if delivered as indicated: (i) by personal delivery when delivered personally, (ii) by overnight courier upon written verification of receipt, (iii) by telecopy or facsimile transmission when confirmed by telecopier or facsimile transmission report, (iv) by certified or registered mail, return receipt requested, upon verification of receipt; or (v) by the same day, when delivered by email. All notices must be sent to the addresses first described above, or to such other address that the receiving party may have provided for the purpose of notice in accordance with this Section.

3. Assignment.  Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except to the surviving entity in a merger or consolidation in which it participates or to a purchaser of all or substantially all of its assets, so long as such surviving entity or purchaser shall expressly assume in writing the performance of all of the terms of this Agreement.

4. No Third Party Beneficiaries.  All rights and obligations of the parties hereunder are personal to them.  This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.

5. Governing Law.  This Agreement will be governed and construed, to the extent applicable, in accordance with United States law, and otherwise, in accordance with California law, without regard to conflict of law principles.  Except for requests for injunctive relief, any dispute or claim arising out of or in connection with this Agreement shall be finally settled by binding arbitration in Los Angeles County, California under the Commercial Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules.  Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 

6. Independent Contractors. The parties are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between the parties.  Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

7. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.

8. Compliance with Law.  Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement.

9. Entire Agreement.  This Agreement (including the Agreement, these Terms and Conditions and all exhibits, riders and mock ups attached thereto) constitutes the entire agreement between the parties with respect to the subject matter hereof.  This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements (including without limitation, any warranties) with respect to the subject matter hereof.  Any amendments to this Agreement must be in writing and executed by an officer of the parties.

10. Severability.  If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.

11. Waiver.  The terms or covenants of this Agreement may be waived only by a written instrument executed by the party waiving compliance.  The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same.  No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement.

12. Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

EXHIBIT A

The Licensed Materials

For the display of the Licensed Materials provided as part of this Agreement, please see http://www.searchgalore.com/affiliates.html which is incorporated into and made part of this Agreement.

EXHIBIT B

SEARCHGALORE.COM USAGE GUIDELINES

1.You may use the Licensed Materials solely for the purpose authorized herein by Searchgalore.com and only in compliance with the specifications, directions, information and standards supplied by Searchgalore.com and modified by Searchgalore.com from time to time.

2.You agree to comply with any requirements established by Searchgalore.com concerning the style, design, display and use of the Licensed Materials; to correctly use the trademark symbol ™ or registration symbol ® with every use of the trademarks, service marks and/or tradenames as part of the Licensed Materials as instructed by Searchgalore.com; to use the registration symbol ® upon receiving notice from Searchgalore.com of registration of any trademarks, service marks and/or tradenames that are part of the Licensed Materials.

3.You may not alter the Licensed Materials in any manner, or use the Licensed Materials in any manner that may dilute, diminish, or otherwise damage Searchgalore.com's rights and goodwill in any Searchgalore.com trademark, tradename and/or service mark that are part of the Licensed Materials.

4.You may not use the Licensed Materials in any manner that implies sponsorship or endorsement by Searchgalore.com of services and products other than those provided by Searchgalore.com.

5. It is understood that SearchGalore.com a wholly owned Subsidiary of:

Elite Concepts

Mailing address: