AFFILIATE MARKETING AGREEMENT

This Affiliate Marketing Agreement (the “Agreement”) is made and effective the date of application.

BETWEEN: Dw Miller Real Estate (the “Owner”), a corporation organized and existing under the laws of Dubai, with its head office located at Dubai Chamber of Commerce, 2nd floor Dubai, United Arab Emirates.

AND: (the Affiliate/Influencer), an individual or corporation of the County of their Identification.

In consideration of the terms and covenants of this agreement, and other valuable considerations, the parties agree as follows:

RECITALS

a. The name of this affiliate marketing agreement is the “Let’s Get Paid” Affiliate Marketing Program.
b. The Recipient represents and warrants to the Owner that the Recipient has read and understands the Privacy Policies and agrees to the terms set forth therein.
c. For purposes of this Agreement, the term “the Recipient” refers to the individual or legal entity who applies for and is accepted into the Affiliate Marketing Program. The term “the Owner” refers to the sponsor of the Affiliate Marketing Program. The term “the Owner’s website” refers to the website that the Owner maintains at www.dwmillergroup.com. The term “the Recipient’s website” refers to the website on which the Recipient agrees to place a link or ad to the Owner’s website as specified in Exhibit B hereof. “Merchandise” means all products, merchandise, and stock that is offered by the Owner for sale through its website.

1. 1. AFFILIATE MARKETING REGISTRATION

To register for the Affiliate Marketing Program, the Recipient must apply and submit an affiliate marketing application to the owner. The Application can be submitted via email or through the website’s contact form.

2. 2. APPROVAL OR REJECTION OF AFFILIATE MARKETING APPLICATION

The Owner reserves the right to approve or reject ANY Affiliate Marketing Application in its sole and absolute discretion. The Recipient will have no legal recourse against the Owner for the rejection of the Recipient Affiliate Marketing Application.

      3. REASONS FOR REJECTION

Without limiting the right to reject any application for any reason whatsoever in the Owner’s absolute discretion, the Recipient application will be rejected if it is non complete, if the Recipient’s website contains images or content that is not acceptable to Owner or is inconsistent with the image that the Owner wishes to create in association with its website, or if the Recipient’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Recipient’s site contains any material that appears to Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.

4. 4. TERMINATION AFTER ACCEPTANCE

Even after the Owner has accepted the Recipient as an Affiliate Marketing member, the Owner reserves the absolute right to rescind or terminate the Recipient affiliate status for any reason in its sole and absolute discretion, including but not limited to the reasons set forth above.

5. 5. FINANCIAL RESPONSIBILITIES

The Recipient will be fully responsible for all costs and expenses of maintaining and marketing the Affiliate Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Recipient’s website, costs of search engine placement and other Internet marketing, costs of inserting the Owner’s links into its website, offline marketing costs, postage costs, and all other costs and expenses, and the Recipient hereby holds the Owner harmless from or against the same.

6. 6. NO REPRESENTATIONS REGARDING INCOME POTENTIAL

The Owner makes no representations and warranties regarding potential income that may result from participation in this Affiliate Marketing Program and specifically disclaims any and all warranties relative to earning potential from the Recipient affiliate status.

7. 7. RESPONSIBILITY TO LINK TO THE OWNER’S SITE

a. As a Marketing Affiliate, the Recipient will have the obligations to place links on its site directing users to the Owner’s site. The Owner will make available to the Recipient button links, text links, and banner advertisements to be placed on the Recipient’s website which will direct users to Owner’s website via hypertext link. As a Marketing Affiliate, the Recipient is given a limited term license, during the term of the Recipient active participation as a Marketing Affiliate, to utilize the Owner’s logo images provided to the Recipient on the website that the Recipient designates in the Recipient Affiliate Marketing Application.
b. The Owner makes available to its Affiliates, links, banners, and other information advertising its site to be used subject to the terms of this Agreement. These materials will contain its trademarks and other proprietary property. The Recipient may display these materials on the Recipient’s website for the purpose of promoting the Owner’s site and participating in this Affiliate Marketing Program. If the Recipient discontinues Affiliate Marketing or if the Recipient participation is terminated for any reason, the Recipient will immediately cease using these materials and will delete all such materials from its website and from its computer. The Recipient must obtain the Owner approval of all links to the Owner’s site that the Recipient place on its website. The Recipient will cooperate with the Owner in the establishment and placement of links on the Recipient’s website.

c. The Recipient will only be permitted to use the links that the Owner provided to the Recipient on the website that the Recipient designate in the Affiliate Marketing Application. Any additional websites or entities will require additional submissions of Affiliate Marketing Applications and approval by the Owner.
d. The Recipient will not modify the links or other materials that the Owner provided to the Recipient or the placement of the links on the Recipient’s page. The Recipient consent to the Owner monitoring the Recipient’s website to determine continued compliance with this Agreement.
e. The Recipient consent to the Owner including information relative to traffic from the Recipient’s site in the Owner reports. This information may be provided to outside parties.
f. You may not place links to the Owner’s website or website content in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources.

8. 8. ANTI-SPAM POLICY

The Owner strictly forbid the use of unsolicited commercial email (UCE) or SPAM campaigns. The Owner maintain a Zero-Tolerance policy against SPAM, be it direct, third party or any affiliate (Recipient) or similar agent acting on the Recipient’s behalf. As such, the Owner reserves the right to terminate any violating Recipient’s account or any part thereof, without notice or compensation.

Any Recipient’s found to be involved in a SPAM/UCE campaign, including flooding newsgroups, distributing messages to recipients that do not want the information or any other abuse contravening UCE legislation will be met as follows:

a. The Recipient’s account will be closed immediately, without burden of notice or compensation.
b. A US$500.00 administration fee will be incurred against the offending Recipient.
C. Our Privacy Policy becomes forfeit, and all pertinent information will be provided to any investigating authorities or anti-Spam organizations.
d. The Recipient will be held accountable for any monetary damages suffered by the Owner, sustained through contravention of this Affiliate Marketing Agreement. This will include, but not limit to punitive damages related to lost clients and brand deterioration.

9. 9. CUSTOMER SERVICE

a. The Owner will be responsible for handling all customer inquiries, product orders, customer billing and collection, product shipment relative to customers that enter the Owner’s site through the links from the Recipient’s site. Pricing of the Owner products and services is totally within its discretion and the Owner reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Recipient or users accessing the Owner’s site. The Owner’s only responsibility to the Recipient in this regard is to track customer orders that occur through links from the Recipient’s website and make reports to the Recipient of the commissions due to the Recipient as a result thereof. All such reports shall be un-audited. The Owner will have no obligation to provide the Recipient with any specific information relative to

any customer, regardless of whether they access the Owner’s site through the link from the Recipient’s site.

b. The Owner is not responsible for the failure to assign any sale or commissions to the Recipient if the same results from the improper formatting of the link from the Recipient’s website. The Recipient should assure at all times that the link is appropriately formatted and report any problems that the Recipient may have with the same to the Owner immediately.

10. 10. COMPENSATION

a. Commissions will be paid to the Recipient based upon a percentage of sales made to users who access the Owner’s site through the Recipient’s site. Commissions will be calculated based upon the gross sales price, but not including any shipping and handling, sales tax, special service fees such as gift wrapping or packaging, late charges, collection costs, imports/export duties, and any other payment made to the Owner that is not the purchase price for the product that is purchased. Commissions will not be calculated based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right-off and returned goods. The Owner reserve the right to deduct in subsequent months for any commission that the Owner paid that is for a product that is subsequently returned or refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction.
b. The percentages to be paid as commissions hereunder are currently as set forth in Schedule A at the end of this Agreement. The Owner reserves the right to change and amend the commission rate structure at any time, in the Owner’s sole discretion.
c. Commissions will only be paid on sales that are tracked through the Owner’s online tracking system and indicate the Recipient’s website’s link as the source. There is no right to commissions if a user later returns to the Owner’s site and makes a purchase through another link or source other than through the Recipient’s website. The Recipient has no right to commissions based upon subsequent sales, even if the customer first arrived at the Owner’s site through the link from the Recipient’s site. Commissions will only be tracked and paid when the user makes a purchase on the same visit that the user visits the Owner’s site from the link to its site on the Recipient’s site.
d. The Owner will pay commission only upon collection by the Owner. The Recipient has no right to commissions until the applicable customer has paid the Owner in full. Only purchases that are made through the Owner’s online ordering process will count towards commission calculations. For example, if a customer visits the Owner’s website through the link from the Recipient’s website and instead of placing an online order calls and places an order via telephone, the Recipient will have no right to any commission from that sale.
e. Commissions will be paid to the Recipient on a monthly basis on or about the [DAY] of the subsequent month for amounts received by the Owner during the previous month. The Owner does not guarantee an exact date of calculation of commissions or payments. All payments will be made via company check sent to the address that the Recipient supplied in the Affiliate Marketing Application. The Owner does not send payment if the total commission due to the Recipient is not at least [AMOUNT]. Amounts below [AMOUNT] will accrue to the Recipient account and payment will be made for the month when the Recipient’s total commissions achieve the minimum [AMOUNT]. The Owner reserves the right to amend the minimum commission payment amount at any time.

11. 11. CUSTOMERS’ PROVENANCE

All parties who make purchases through the Owner’s website, regardless of whether they may have reached its website through the link from the Recipient’s website, are deemed to be the Owner’s customers and not the Recipient’s customers relative to the Owner’s products and services. The Owner will have the right to contact these customers and send future marketing offers to them. The Recipient will have no right to commissions on subsequent purchases that may be made by these customers, except for subsequent purchases that may be traced at the time of purchase through a link from the Recipient’s website. Additionally, all such customers and purchases will be subject to the Owner policies, procedures, rules and regulations and the Recipient has no right or authority to amend or offer any different offers relative to the purchase of products from the Owner’s website. The Owner however, reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to the Owner’s business and sale of products at any time in its sole discretion.

12. 12. TRADEMARKS AND COPYRIGHTS

a. The Recipient will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that the Owner provided to the Recipient for use solely on the home page that the Recipient designate in the Recipient Affiliate Marketing Application. The Recipient may only use the images that the Owner specifically makes available to the Owner Affiliate Marketing Members at the area of its website that is specifically designated as approved images for Affiliate Marketing Members. The Recipient may not distribute, reproduce, modify, amend, these images in any way. The Recipient may use these images only for the purposes of promoting the Owner’s website and products on the Recipient’s website in compliance with the Affiliate Marketing policies and procedures and the terms of this Agreement. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies the Owner may create and amend from time to time regarding the Affiliate Marketing.
b. The Recipient will only use such items in the form, size, content, and appearance that the Owner provided them to the Recipient. The Recipient is not permitted to modify them. The Recipient agrees to display these items prominently on its website. These items may only be used in if they contain a hypertext link to the Owner’s website. This license shall immediately terminate upon the termination from the Affiliate Marketing program. The Owner may also terminate this license upon notice to the Recipient in the event that the Recipient’s use of these items is contrary to or does not conform with its standards, such standards to be determined in its sole and absolute discretion. The Recipient agrees that the Owner retains all right, title and interest in and to all such materials. The Owner will retain all goodwill and other value associated with any of these materials. The Recipient will not gain any trademark, copyright or other proprietary rights to such materials. The Recipient agrees not to take any action that is contrary to or inconsistent with the Owner rights to these materials. The Recipient will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to the Owner or that paints the Owner in a false or negative light. The Owner may revoke the limited license granted hereunder at any time in writing to the Recipient. Upon termination or revocation, the Recipient will immediately cease from any use this material.
c. The Recipient is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to the Owner or to any other party and which may appear on the Owner’s website.
d. The Recipient grants to the Owner a non-exclusive right and license to use the Recipient’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Recipient participation in the Owner Affiliate Marketing Program. The Recipient represents and warrants to the Owner that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party.