TERMS OF USE

NON-DISCLOSURE AGREEMENT


PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COURTENAY EXPLORATION, INC. (DBA FLANGEHANGER.COM)

BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an Affiliate Sales Rep in flangehanger.com’s Sales rep program. The purpose of this Agreement is to allow HTML linking between your web site and/or marketing materials and the flangehanger.com web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to flangehanger.com, and “you,” “your,” and “yours” refer to the sales rep.

2. Sales Rep Obligations

2.1. To begin the enrollment process, you will complete and submit the online registration. The fact that we approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials.

2.1.2. Promotes violence.

2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

2.1.4. Promotes illegal activities

2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

2.1.6. Includes “flangehanger” or variations or misspellings thereof in its domain name

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

2.1.8. Contains software downloads that potentially enable diversions of commission from other Sales Reps in our program.

2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Flangehanger.com or any other Sales Rep business.

2.2. As a member of Flangehanger.com’s Sales Rep Program, you will have access to Sales Rep Account Manager. Here you will be able to download HTML code (that provides for links to web pages within the Flangehanger.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other Sales Rep link we provide you with.

2.3. Flangehanger.com reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.4. If you wish to have your own website, the maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

3. Flangehanger.com Rights and Obligations

3.1. We have the right to monitor your website, marketing materials or sales pitches at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes that we feel are necessary, we reserve the right to terminate your participation in the Flangehanger.com Sales Rep Program.

3.2. Flangehanger.com reserves the right to terminate this Agreement and your participation in the Flangehanger.com Sales Rep Program immediately and without notice to you should you commit fraud in your use of the Flangehanger.com Sales Rep Program or should you abuse this program in any way. If such fraud or abuse is detected, Flangehanger.com shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate Sales Rep application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Flangehanger.com’s Sales Rep Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Flangehanger.com’s Sales Rep Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Payment

6.1. Flangehanger.com uses PayPal.com to send payments (unless alternate methods are agreed upon).

6.2. Payments will be sent to you on the last day of every month.

6.3. Due to Canadian Income Tax Laws, we are required to obtain your SIN or BN number to pay you your commissions. Based on this regulations we will require that all Canadians provide this information prior to us paying out any commissions.

7. Access to Affiliate Sales Rep Account Interface

You will create a password so that you may enter flangehanger.com’s secure affiliate sales rep account interface. From thus site you will be able to receive your reports that will describe our calculation of the commissions due to you.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally any promotion that mentions Flangehanger.com could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Flangehanger.com. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Flangehanger.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Flangehanger.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and/or your web sites as independent from Flangehanger.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Flangehanger.com Sales Rep Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

8.2. Sales Reps that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as flangehanger.com, valve hanger.com, valve hanger, flange hanger, www.flangerhanger.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Flange Hanger’s Sales Rep Program. We will do everything possible to contact the Sales Rep prior to the ban. However, we reserve the right to expel any trademark violator from our sales rep program without prior notice, and on the first occurrence of such PPC bidding behavior.

8.3. Sales Reps are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Flange Hanger service).

8.4. Sales Rep shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Flange Hanger’s site (i.e., no page from our site or any Flangehanger.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of Sales Rep and non Sales Rep commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Flange Hanger site in IFrames, hidden links and automatic pop ups that open Flangehanger.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Sales Rep banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Flangehanger.com’s Sales Rep Program. You agree that all uses of the Licensed Materials will be on behalf of Flangehanger.com and the good will associated therewith will inure to the sole benefit of Flangehanger.com.

9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

10. Disclaimer

FLANGEHANGER.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING FLANGEHANGER.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF FLANGEHANGER.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL FLANGEHANGER.COM’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

13. Indemnification

13.1. You hereby agree to indemnify and hold harmless Flangehanger.com, and its subsidiaries and Sales Reps, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Sales Rep trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

13.2. Injunctive Relief. A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to flangehanger.com for which there will be no adequate remedy at law, and Courtenay Exploration Inc. shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).

14. Confidentiality

14.1. All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

14.2. Definition of Confidentiality. As used in this Agreement, “Confidential Information” refers to any information which has commercial value and is either (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of flangehanger.com, or (ii) non-technical information relating to flangehanger.com’s products, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans and any other information which is proprietary and confidential to flangehanger.com.

15. Miscellaneous

15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Flangehanger.com. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in accordance with the laws of Canada without regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

16. Nondisclosure and Nonuse Obligations

You will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to Courtenay Exploration Inc., whether or not in written form.  You agree that you shall treat all Confidential Information of flangehanger.com with at least the same degree of care as you accord its own confidential information. You further represent that you exercise at least reasonable care to protect its own confidential information.  If you are not an individual, you agree that you shall disclose Confidential Information only to those of its employees who need to know such information, and certifies that such employees have previously signed a copy of this Agreement.

17. Survival

This Agreement shall govern all communications between the parties.  You understand that its obligations under Paragraph 2 (“Nondisclosure and Nonuse Obligations”) shall survive the termination of any other relationship between the parties.  Upon termination of any relationship between the parties, you will promptly deliver to Courtenay Exploration Inc., without retaining any copies, all documents and other materials furnished to you by flangehanger.com.

18. Governing Law

This Agreement shall be governed in all respects by the laws of the United States of America, Australia and Canada.