Harvey Software Affiliate Program Agreement

HARVEY SOFTWARE, INC.
AFFILIATE PROGRAM AGREEMENT

This agreement between Harvey Software, Inc. and you governs your participation in the Harvey Software Affiliate Program. As used in this agreement, "you" means the Harvey Software Affiliate Program applicant, "Affiliate Links" means any hypertext links to the unique URL that we provide to you under this agreement, and "Affiliate Sites" means any and all web sites, e-mail newsletters and other locations that you place Affiliate Links. By pressing the Submit button of the Affiliate Program Application form, you agree to the terms of this agreement.

1. Links. During the term of this agreement, you may add or delete Affiliate Links from your Affiliate Sites at any time without our approval. You are solely responsible for maintaining your Affiliate Sites, and for incorporating, testing, and maintaining the Affiliate Links on your Affiliate Sites. Harvey Software will provide you with a unique URL and graphics, and Harvey Software grants you a limited, non-exclusive, revocable, non-transferable right to use this material solely to promote the Affiliate Links on your Affiliate Sites. Harvey Software reserves all of our rights in the material we provide to you and all other intellectual property rights. You agree not to alter any of the materials Harvey Software provides to you under this agreement, and you will use the materials solely for connecting directly to the Affiliate Links. Affiliate Links must not be used in conjunction with any form of e-mail and/or search engine spamming. In addition, Affiliate Sites must not use and/or deploy any form of adware and/or spyware.

2. Harvey Software Product(s). Harvey Software Products(s) are new off-the-shelf products manufactured by Harvey Software and are the only items applicable for commissions. Annual Service Agreements, training fees, special support fees, custom programming and remarketed products and/or services are not included for commissions.

3. Commissions. During the term of this agreement, Harvey Software will pay you commissions for new customers who visit our web-site through your Affiliate Links and purchase a Harvey Software Product using the Coupon Code found on the Affiliate Links page. You will earn 5% of the pre-tax total sale of Harvey Software Products when a new customer has used it for a period of 31 days. Commission are only available for the initial sale and not on any reoccurring amounts. The customer must use the Affiliate Links Coupon Code at the time they purchase. Commissions will be paid after each calendar quarter within 30 days following the end of the quarter. Payments of less than $100 for a calendar quarter will be aggregated and paid after the end of the quarter when the aggregated commissions due reach $100 or more. You agree to provide us with all information that is required for us to comply with any applicable tax reporting requirements. The Harvey Software Affiliate Program is only available to companies with US Federal Tax ID Numbers. Harvey Software, Inc. employees cannot be a Harvey Software Affiliate.

4. Term. The term of this agreement will begin when Harvey Software notifies you of your acceptance in the Harvey Software Affiliate Program by e-mail, and will end when terminated by either party. Either party may terminate this agreement at any time, with or without cause, by giving the other party ten (10) days notice of termination via e-mail. You are only eligible for commissions earned through the date of termination. Affiliate referrals after termination will not result in commission payments. Upon termination, you agree to immediately cease any representation of participation in the Harvey Software Affiliate Program and remove from your Affiliate Sites all the Affiliate Links and other material we provided to you under this agreement.

5. No Warranty. HARVEY SOFTWARE MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE. Harvey Software makes no representation that the operation of our web site or our products or services will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. Under no circumstances shall Harvey Software be liable for any loss of profits or data, interruption of business, or for any indirect, special, or consequential damages arising in connection with this agreement or the Harvey Software Affiliate Program. Further, in no event will our aggregate liability under this agreement exceed the total commissions paid to you under this agreement. The provisions of this section will survive the termination of this agreement.

6. Privacy. Any information collected for the agreement is kept private and confidential. Harvey Software does not share, rent or sell our customer lists and/or information to any third party vendors without your permission. The information collected is used for support, billing, and activation. Harvey Software has a complete privacy policy at the corporate web site available for all other forms of information collected.

7. Ownership and Other Rights. You hereby acknowledge and agree that Harvey Software is the owner of all right, title and interest in and to the Harvey Software Products, Materials and the Harvey Software trademarks, service marks and logos ("Harvey Software Marks"). You further do not acquire any right of ownership in the Harvey Software Products, Materials or Harvey Software Marks through this agreement. Harvey Software reserves all of its rights pertaining to the subject matter hereof not specifically granted herein to you.

8. Miscellaneous. Each party to this agreement is an independent contractor, and neither shall have the authority to bind the other in any respect. Nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You agree to indemnify and hold harmless Harvey Software, Inc., its directors, officers, affiliates, employees, and agents, from all liability, claims, damages, or expenses arising out of any breach by you of any representation, warranty, or covenant made by you herein, or any claim related to the development, operation, maintenance, or contents of your Affiliate Site. You agree not to sublicense, assign, or otherwise transfer this agreement, and any such attempt is void. This agreement is the entire agreement between the parties with respect to the subject matter described herein, and supersedes all prior communications, understandings, or agreements. If any of the provisions of this agreement is deemed unenforceable, that provision will be enforced to the maximum extent possible, and the remainder of the agreement will continue in full force and effect. In the event a dispute arises between Harvey Software and you, the jurisdiction and venue for any dispute, civil action for claims, or damages shall be that of Lee County, Florida.

Harvey Software, Inc.
7050 Winkler Rd., #104
Fort Myers, FL 33919
800-231-0296
http://www.harveysoft.com