TERMS AND CONDITIONS - LoveTotal Affiliate Program

LoveTotal.com Affiliate Marketing Agreement This Agreement contains the complete terms and conditions that apply to an individuals or entity's participation in the LoveTotal.com Affiliate Program (the "Program"). As used in this Agreement, "we" means VG Systems Consulting Inc., and "you" means the Applicant. "Site" means a World Wide Web site and, depending on the context, refers either to LoveTotal.com's site, located at the URL www.lovetotal.com, or to any site that you will link to LoveTotal.com site and which you will specify in your Program application.

Enrolment in the Program To begin the enrolment process, you will submit a complete Program application via our site. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application if we determine in our sole discretion that your site is inappropriate for the Program.

Inappropriate sites include those that:

promote violence and discrimination based on race, sex, religion, nationality, disability, sexual promote libellous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal content, cracking, hacking or warez, or the offer of any illegal good or service include "LoveTotal" or variations or misspellings in their domain names or that otherwise violate intellectual property rights of VG Systems Consulting engage in spamming, indiscriminate advertising or unsolicited commercial email.

Any suspected fraudulent, abusive or otherwise illegal content or activity by your site or in your subscription emails may result in immediate termination of this Agreement and deactivation of your membership account without prior notice and may include referral to the appropriate law enforcement agencies if we consider appropriate.

Links on Your Site

Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more of the following types of links to the home page of LoveTotal.com:

468x60 Banner links, 120x60 Banner links, 120x240 Banner links, 120x600 Banner links, 250x250 Banner links, 125x125 Banner links, 88x31 Banner links, Text links

To permit accurate tracking, reporting, and referral fee accumulation, we will provide you with special link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. You will earn referral fees only with respect to activity on our site occurring directly through these links.

Your Promotional Activities

You may not place links to LoveTotal.com site content in unsolicited email and other types of spam, newsgroups or through similar Internet resources. You will not cause any transactions to be made using any device, program, robot, frames, hidden frames, redirects or clicking on links that you place to LoveTotal.com. You may not establish any promotion that provides any rewards, points or other compensation for the registration, or that allows third parties to place links to LoveTotal.com on its web site or in its emails, unless you receive a prior written permission. None of your promotional activities may infringe any intellectual property rights of LoveTotal.com (including but not limited to trademark rights).

Your Commissions

VG Systems Consulting Inc. will establish a payout rate for a qualifying transaction for each of the member's campaigns published on a main page of Affiliate's section. Your account balance will appear in US Dollars.

We will pay you commissions on a monthly basis. Every month we will send you a check for commissions earned on referred membership sales in excess of $50. Commissions less than $50 carry over to the next month. To permit accurate tracking, reporting, and commission accumulation, you must ensure that the special links between your site and our site are properly formatted.

Responsibility for Your Site

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. You will be solely responsible for the technical operation of your site ensuring that materials posted on your site do not violate the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), are not libellous or otherwise illegal. For each affiliate LoveTotal grants a revocable, non-transferable, royalty free, international sublicense to display and link to LoveTotal.com, and all trademarks, service marks, trade names, and/or copyrighted material. You acknowledge that you obtain no proprietary rights in LoveTotal content, patents, and patent applications, and agree not to challenge LoveTotal proprietary rights. You will indemnify and hold us harmless from all claims, damages, and costs (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

Term of the Agreement

This Agreement may be terminated upon notice if the other party begins proceedings to challenge the party's intellectual property rights during the term of agreement in violation of the foregoing provisions. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party.

Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all LoveTotal.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. We 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 we have been advised of the possibility of such damages.

Modification of Agreement

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available commissions, payment schedules, payment procedures, and Program rules. If any modification or change is unacceptable to you, your only recourse is to terminate this agreement.

Relationship of Parties

You and we are 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.

Privacy and Confidentiality

The information that you provide to establish and maintain your affiliate member's account must be your confidential information. You shall be responsible for all usage and activity on your account and for loss, theft or unauthorized disclosure of your password. LoveTotal does not collect information about a visitor's transactions, other than what it receives through the installed tracking code. LoveTotal reserves the right to be able to utilize this data to analyze Internet trends, monitor service efficiency, and promote you and your Web site or subscription email performance to advertisers. You shall not enable the tracking code to collect personally identifiable information about visitors. LoveTotal does not disclose publicly, other than under compulsion of law, any personal or business information that can be linked specifically to any visitors to your web site without the Visitor's express permission.

Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). 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.

Force Majeure

Each party will make reasonable commercial efforts to keep its web site operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

Miscellaneous

This Agreement will be governed by the laws of Canada and the province of Ontario without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

I AM AT LEAST 18 YEARS OF AGE AND I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE