ADD Planner Affiliate Agreement

This Operating Agreement describes the entire terms and conditions for participation in the ADD Planner affiliate program. In this Operating Agreement, "Wolf in the Moon Software" refers to Wolf in the Moon Software, Inc. The term "Affiliate" refers to the approved applicant, and "Sponsoring Website" refers to the website from which Affiliate will link to the ADD Planner website. The terms "Product" or "Products" refer to Wolf in the Moon Software's flagship product, the full version of the ADD Planner software.

Affiliate Can Add or Remove Links at Any Time:

Affiliate may add as many links to the ADD Planner website or remove such links at anytime and without prior approval from Wolf in the Moon Software. However, Wolf in the Moon Software reserves the right to remove any Sponsoring Website and/or Affiliate from the Affiliate Program if the Sponsoring Website and/or Affiliate are deemed inappropriate by Wolf in the Moon Software.

Referral Fee Qualifying Products:

All versions of ADD Planner sold by the Wolf in the Moon Software website originating from a special link or links at Affiliate's Sponsoring Website qualify to earn Affiliate Referral Fees. The following products will be considered "Qualifying Products":

Products must meet the following criteria:

Full version ADD Planner games sold to customers who follow a special link from Affiliate's Sponsoring Website to the Wolf in the Moon Software website and who submit that order by using the Wolf in the Moon Software online order form.

The following products shall not be considered qualifying sales for Referral Fees:

Products sold through any link to the Wolf in the Moon Software website other than the specific URL's that an Affiliate is assigned from Wolf in the Moon Software for Affiliate's Sponsoring Website.

REFERRAL FEES

Returns and Cancellations:

If a Referral Fee Qualifying Product is returned by a customer, the related Referral Fees will be deducted from the next monthly payment sent to the Affiliate. If there is no monthly payment for the subsequent month, the Affiliate will be billed the amount of the Referral Fees.

The purchase price of Referral Fee Qualifying Product will count toward the total sales during the calendar month in which such Products are sold. Only Qualifying Products that are sold by the ADD Planner Affiliate Website, shipped to a customer and for which Wolf in the Moon Software has received full payment will qualify for a Referral Fee.

The total of such sales in any given month will generate Referral Fees, based upon the applicable flat rate Referral Fee, according to the following schedule:

ADD Planner (All Full Versions):

10% Referral Fee for online, mail in orders, fax orders, or designated phone number orders.

Referral Fee Payment:

Wolf in the Moon Software will send a Referral Fee check for the applicable Referral Fee approximately thirty days after the first of each calendar month.

Affiliate will be notified of each sale that qualifies for a referral fee by Wolf in the Moon Software, by email at the time of the sale.

Order Processing:

Wolf in the Moon Software will be solely responsible for processing every order placed by a customer following a special link from Affiliate's Sponsoring Website. Order entry will use The ADD Planner secure online ordering process,or Wolf in the Moon Software mailing address. Order forms, payment processing, shipping, cancellations, returns, and related customer service are the responsibility of Wolf in the Moon Software.

All of the rules, operating procedures and policies of Wolf in the Moon Software regarding customer orders and accounts will apply to orders it receives through special links on Affiliates Sponsoring Website. Wolf in the Moon Software reserves the right to reject any order that does not comply with its rules, operating procedures and policies.

Tracking of Sales:

Wolf in the Moon Software will be solely responsible for tracking sales it makes to customers who follow special links from a Sponsoring Website. The Affiliate shall be solely responsible for ensuring that these special links are formatted properly, a necessary prerequisite to tracking such sales.

Promotional Techniques:

Affiliate is free to promote the link to the ADD Planner Website in all the ways that constitute acceptable internet and offline marketing practice. Examples of acceptable ways to promote the ADD Planner consist of the following: banners or text links on Affiliate's website, letters of recommendation to newsletters subscribers if permitted by that newsletter, email to people who have already agreed to accept promotional emails from Affiliate, or promotion to Affiliate's client base.

However, if Affiliate uses SPAM, including email or newsgroup spamming, or offers the ADD Planner game on any WAREZ, CRACK, SPAM oriented site or similar promotion techniques, then Affiliate's account shall be immediately terminated by Wolf in the Moon Software. Any Referral Fees not paid up to the point of termination shall not be paid to Affiliate and shall be deemed the sole property of Wolf in the Moon Software.

Any questions about whether a prospective marketing or promotional effort would violate the Affiliate Agreement should be referred to affiliates@addplanner.com.

References/Testimonials:

Affiliate agrees to fully cooperate with Wolf in the Moon Software in the development of any joint press releases and testimonials. Affiliate further agrees that it will allow Wolf in the Moon Software to use Affiliate's company name in marketing collateral and to make reference to the Affiliate on the Wolf in the Moon Software website.

Submission of W-9 Form:

If referral fee payments accumulate to $599.00 in a calendar year and Affiliate is a resident of the United States of America, it will be required to provide Wolf in the Moon Software with a completed W-9 Form before receiving additional payments.

Affiliate is an independent contractor, and agrees they are working independently and are responsible for calculating and paying their own taxes on all income generated as a result of the ADD Planner Affiliate Program.

Copyrighted Material:

Affiliate is solely responsible for ensuring that its reviews, game descriptions and articles (if applicable at Affiliate's site) obey all applicable copyright and other laws. Affiliate shall have the necessary written permission to use another party's copyrighted material. Wolf in the Moon Software shall not be responsible if Affiliate uses another party's copyrighted material in violation of any law. Affiliates shall indemnify and hold harmless Wolf in the Moon Software from any and all copyright actions to which it may become a party due to an Affiliate’s use of copyrighted material. Further, Affiliate shall bear the cost of all attorney’s fees and costs incurred by Wolf in the Moon Software in defense of such action.

Wolf in the Moon Software's policy applies to all orders:

Every customer who buys a product through this program shall be the sole customer of ADD Planner (Wolf in the Moon Software) The Affiliate does not have the authority to make or accept any offer on behalf of Wolf in the Moon Software. All of Wolf in the Moon Software policies regarding customer orders, including product availability, pricing and problem resolution, will apply to the customers obtained through the Affiliate Program. Wolf in the Moon Software shall not be liable for any representations made by an Affiliate which contradict its policies.

Product Prices and Availability:

The price charged for every product sold under the Affiliate Program shall be determined by Wolf in the Moon Software according to its pricing policies. In case of any price discrepancy, the price charged to a customer will be the price listed on Wolf in the Moon Software, Inc's.® webpage linked from Affiliate's Sponsoring Website.

Product availability is subject to change.

Website Service Interruption:

Wolf in the Moon Software will make every effort to keep its website operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. The Affiliate agrees to hold Wolf in the Moon Software harmless for any and all damages, related to such interruptions.

Trademarks, Trade Names, Copyrights & Patents:

Affiliate hereby recognize Wolf in the Moon Software's right of ownership of all Trademarks, Trade Names, Copyrights and Patents affiliated with these services. Affiliate will act consistently with these rights and act to preserve them in the course of marketing and sales of The Qualifying Products. Wolf in the Moon Software grants Affiliate the right to use Wolf in the Moon Software, Inc's. Trademarks and Trade Names in connection with marketing and sales of the Qualifying Products.

Term of the Operating Agreement:

The Affiliate may receive Referral Fee payments on qualifying orders that are placed during the term of this agreement. This term will begin on the date that Affiliate's application is approved by Wolf in the Moon Software, and shall end when canceled by either party as provided below.

Referral Fees earned through the date of expiration or cancellation of this agreement will remain payable only if the Qualifying Products are not returned or canceled by the customer. Payment of a final Referral Fee to the Affiliate may be withheld for a reasonable time in order to ensure that the correct Referral Fees are paid.

Operating Agreement May Be Modified:

Wolf in the Moon Software reserves the right to change any of the terms and conditions in this agreement, at any time and in its sole discretion, by posting a new Operating Agreement on it's website.

Cancellation of Operating Agreement:

Either Wolf in the Moon Software or the Affiliate, acting in it's sole discretion, may choose to cancel this Operating Agreement at any time by written notice of cancellation to the other. Wolf in the Moon Software reserves the right to remove any website or Affiliate from the program based on Wolf in the Moon Software's sole discretion.

Warranty Disclaimer

Wolf in the Moon Software makes no warranties, representations or conditions with regard to the program or, except as expressly set forth in Wolf in the Moon Software's then current product sales policies, any products sold thereunder, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade.

Limitation of Damages:

Wolf in the Moon Software shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Operating Agreement or the program, even if Wolf in the Moon Software has been advised of the possibility of such damages. Affiliates shall indemnify and hold harmless Wolf in the Moon Software from any and all actions to which it may become a party as a consequence of its doing business as an ADD Planner Affiliate. Further, Affiliate shall bear the cost of all attorney’s fees and costs incurred by Wolf in the Moon Software in defense of such action.

Severability:

This Operating Agreement shall be severable so that if any term, clause, or provision hereof shall be deemed invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the remaining terms, clauses, or provisions hereof; the parties intending that if such term, clause, or provision were held to be invalid prior to the execution hereof, they would have executed an agreement containing all the remaining terms, clauses, and provisions of this Operating Agreement.

Miscellaneous:

Affiliates, and Wolf in the Moon Software are independent contractors and no provision in this Operating Agreement is intended to or creates any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Affiliate shall not assign this Operating Agreement, by operation of law or otherwise, without the prior written consent of Wolf in the Moon Software. Subject to the foregoing restriction, this Operating Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns.

Governing Law:

This agreement shall be governed by the laws of the State of Oregon and venue shall be in the Court for Multnomah County, Oregon.