Affiliate Agreement

This EDirectHost Affiliate Agreement ("Agreement") contains the complete terms and conditions between EDirectHost a Division of Catalyst Plus, Incorporated ("EDirectHost") and the Affiliate.  This Agreement is effective as of the day the Affiliate clicks the "I accept" icon at the end of this Agreement.

1.

EDirectHost Responsibilities

1.1

EDirectHost will provide all information necessary to allow the Affiliate to make appropriate link(s) from the Affiliate's web site to EDirectHost web site.

1.2

EDirectHost will track the web hosting account sign-ups referred from the Affiliate's web site to EDirectHost, and will provide information to the Affiliate regarding Sales statistics.

2.

Affiliate's Responsibilities

2.1

The Affiliate will ensure that they at all times seek to ensure that they promote and represent EDirectHost in a fashion that will refer the maximum possible customers to EDirectHost.

2.2

The Affiliate agrees to prominently display any and all text, banner and button links to ensure that the above condition is met (Section 2.1).

2.3

The Affiliate agrees to represent EDirectHost to the best of its abilities at all times and shall not directly or indirectly refer to EDirectHost in any fashion that is desultory or derogatory, nor will it act in an fashion which might damage the reputation of EDirectHost.

3.

Term of the Agreement and Termination

3.1

The term of this agreement commences upon EDirectHost acceptance of the Affiliate's application and will end when terminated by either party.

3.2

Either the Affiliate or EDirectHost may terminate this Agreement at any time, with or without cause, by notifying the other in writing of their intention to terminate the agreement.

3.3

The Affiliates are only eligible to earn referral fees on sales occurring during the term and any fees earned through to the date of termination shall remain payable.

3.4

Upon the termination of this agreement for any reason, you will immediately cease use of, and remove from your Web site, all Links and Licensed Material and any other names, marks, symbols, copyrights, logos, fanciful or other characters, designs, representations, figures, drawings, photographs, ideas or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Affiliate Program

4.

Modification

4.1

EDirectHost may modify any of the terms and conditions contained in this Agreement, at any time and at the sole discretion of EDirectHost, by posting a change notice or a new agreement on this site (or by email). Modifications may include changes in the scope of available referral fees, fee schedules, payment procedures and Program rules.

4.2

If any modification is unacceptable to the Affiliate, the only recourse is to terminate this agreement. The Affiliate's continued participation in the program following EDirectHost posting of a change notice or new agreement on EDirectHost site will constitute binding acceptance of the change

5.

Limitation of Liability

5.1

EDirectHost will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Program, even if EDirectHost has been advised of the possibility of such damages. Further, EDirectHost aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to the Affiliate under this Agreement.

5.2

The Affiliate agrees that it shall defend, indemnify, save and hold EDirectHost harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees ("Liabilities") asserted against EDirectHost, its agents, its customers, servants officers an employees, that it may initiate or that may arise related in any way to the Affiliate's business involving EDirectHost.

6.

Payments

6.1

The amount owing to the Affiliate for any period will be the Net Sales multiplied by the Commission Rate (25%) for the given period, ("Total Commission"). The Commission rate is subject to change at any time. EDirectHost will pay the Affiliate the total commission owing from EDirectHost to the Affiliate on a monthly basis provided that the total commission for the month is greater than $US25. If the Total Commission owing from EDirectHost to the Affiliate is less than $US25, EDirectHost will reserve payment and will continue to reserve payment until the Total Commission exceeds $US25. Once the Total Commission owing from EDirectHost to the Affiliate exceeds $US25 EDirectHost will forward payment at the first subsequent monthly payment period.

6.2

EDirectHost reserves full right to determine total commission and the Affiliate irrevocably consents to EDirectHost determination of the Total Commission. EDirectHost will pay the referral fees on sales of all EDirectHost web-hosting services sold to a third party. This referral fee will be recurring monthly (subject to the conditions of Section 6.1) so long as third party remains a customer of EDirectHost and will increase proportionately as the third party's account payments increase. The Affiliate's entitlement to a referral fee will accrue only if the customer:

(i)

Accesses EDirectHost site through the use of a "link on the Affiliate's web site";

(ii)

Before exiting EDirectHost site applies for a free web hosting trial package;

(iii)

Full payment has been remitted and cleared and settled into EDirectHost account; and

(iv)

Pays online by credit card, including but not limited to, Visa, MasterCard, Discover/Novus and AmEx.

(v)

Remains a customer of EDirectHost that has paid in full for all services received and is non-delinquent for all payments for same said services.

(iv)

Pays online by credit card, including but not limited to, Visa, MasterCard, Discover/Novus and AmEx.

7.

Independent Investigation

7.1

The Affiliate acknowledges that the Affiliate has read this agreement and agrees to all its terms and conditions. The Affiliate further understands that EDirectHost may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate EDirectHost web sites that are similar to or compete with the Affiliate's web site. The Affiliate has independently evaluated the desirability of participating in the program and is not relying on any representation, guarantee or statement other than set forth in this agreement.

8.

Confidentiality

8.1

Any information provided under this Agreement shall be used solely pursuant to the terms and conditions set forth in this Agreement. You hereby covenant to keep any and all property provided by us confidential and shall not release any information to third parties except as otherwise directed herein or authorized by our written consent.

9.

Intellectual Property

9.1

Any software, trademarks, trade names, or other intellectual property owned by us shall remain solely and exclusively our property. Any use permitted of the trademarks, trade names, or other intellectual property of ours is granted only as a limited license for the term of this Agreement. You acknowledge any unauthorized use of any trademarks, trade names, or other intellectual property shall result in immediate and irreparable damage to us, which cannot be easily measured in monetary terms. We shall be entitled to injunctive relief for any breach in the terms or conditions of this clause.

10.

Web Site Service Interruption and Tracking Failures

10.1

We will make every effort to keep our web site(s) operational and to track customers that follow properly configured links or banners on your web site and those of your down-line members. However, certain technical difficulties may, from time to time, result in temporary service and tracking interruptions. You agree to hold us harmless and not liable for any consequences financial or otherwise due to such interruptions and we agree to make our best efforts to limit said interruptions or tracking failures.

11.

Displaying Our Name, Logo or Banner On Your Web Site

11.1

You are encouraged to display our text links or banners on your site in as many appropriate places as possible. You may display our Logo, name or mention that you are a Broker Affiliate Program Participant as long as we have authorized you to do so. We expressly reserve all rights title and interests in or to our service marks, copyright and other owned properties both real and intellectual.

11.2

You may not display our name, link, button, banner, or image in any way that may defame the eDirectHost or Catalyst Plus name or brand.

11.3

You may provide additional text explaining our services that encourage customers to purchase our services. All text provided by you for this purpose is subject to acceptance, review, and correction by us. All corrections requested by us shall be made within 3 business days from the date of request.

12.

Obligations Regarding Your Web site

12.1

You will be solely responsible for the technical operation of your Web site and all related equipment; creating and posting service descriptions on your Web site and linking those descriptions to our catalog; the accuracy and appropriateness of materials posted on your Web site; for ensuring that materials posted on your Web site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights); and for ensuring that materials posted on your Web site are not libelous or otherwise illegal.

12.2

You agree that your Web site will not, in any way, copy or resemble the look and feel of our Web site nor will you create the impression that your Web site is our Web site or is a part of our Web site. You also agree that your Web site will not contain any content of our Web site or any materials which are proprietary to eDirectHost, except (i) with our prior permission, or (ii) materials obtained by you via the eDirectHost Affiliate Web site in accordance with the provisions hereof or the policies or instructions thereon. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Web site

14.

Miscellaneous:

14.1

You and we are independent contractors and nothing in this agreement is intended to or will create any form of legal employment, joint venture, agency, franchise, sales representative or employment relationship between the parties. You shall not assign this Agreement, by operation of law or otherwise, without first receiving our written consent by a duly authorized officer of our corporation. Subject to the foregoing restriction, this agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns.

15.

Entire Agreement

15.1

The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the Parties.

16.

Jurisdiction

16.1

This Agreement shall be governed and construed in accordance with the laws of the State of New York, USA. Both parties agree that any dispute arising out of this Agreement, or any relationship between the parties will be resolved only in the state courts in the State of New York, and in no other jurisdiction. Each party submits to personal jurisdiction in the State of New York.