Filenow Company Formation Services

FileNow Affiliate Program Agreement

FOREWORD

Our affiliates are very important to us. We do our
best to treat you with the fairness and respect you deserve. We simply
ask the same consideration of you. We have written the following
affiliate agreement with you in mind, as well as to protect our
company's good name. So please bear with us as we take you through this
legal formality.

If you have any questions, please don't hesitate to
let us know. We are strong believers in straight-forward
and honest communication. For quickest results please email us at affiliates@filenow.com.

Best regards,

FileNow Affiliate Program
Manager

AFFILIATE
AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND FILENOW.

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING
THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND
EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and
conditions that apply to you becoming an affiliate in the FileNow
Affiliate Program. The purpose of this Agreement is to allow HTML
linking between your web site and the Filenow.com web site. Please note
that throughout this Agreement, "we," "us," and "our" refer to FileNow,
and "you," "your," and "yours" refer to the affiliate.

2. Affiliate
Obligations

2.1. To begin the
enrollment process, you will complete and submit the online application
at the ShareASale.com server. We may reject your application at our sole
discretion. We may cancel your application if we determine that your
site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit
materials

2.1.2. Promotes violence

2.1.3. Promotes discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age

2.1.4. Promotes illegal activities

2.1.5. Incorporates any materials which
infringe or assist others to infringe on any copyright, trademark or
other intellectual property rights or to violate the law

2.1.6. Includes "FileNow" or variations or misspellings thereof in its
domain name

2.1.7. Is otherwise in any way unlawful, harmful, threatening,
defamatory, obscene, harassing, or racially, ethnically or otherwise
objectionable to us in our sole discretion.

2.1.8. Contains software downloads that potentially enable diversions of
commission from other affiliates in our program.

2.1.9. You may not create or design your website or any other website
that you operate, explicitly or implied in a manner which resembles our
website nor design your website in a manner which leads customers to
believe you are FileNow or any other affiliated business.

2.2. As a member of the
FileNow Affiliate Program, you will have access to Affiliate Account
Manager. Here you will be able to review our Program’s details and
previously-published affiliate newsletters, download HTML code (that
provides for links to web pages within the FileNowSleep.com web site)
and banner creatives, and get tracking
codes for our coupons and deals. In order for us to accurately keep
track of all guest visits from your site to ours, you must use the HTML
code that we provide for each banner, text link, or other affiliate link
we provide you with.

2.3. FileNow reserves the right, at any time, to
review your placement and approve the use of Your Links and require that
you change the placement or use to comply with the guidelines provided
to you.

2.4. The maintenance and
the updating of your site will be your responsibility. We may monitor
your site as we feel necessary to make sure
that it is up-to-date and to notify you of any changes that we feel
should enhance your performance.

2.5. It is entirely your
responsibility to follow all applicable intellectual property and other
laws that pertain to your site. You must have express permission to use
any person's copyrighted material, whether it be
a writing, an image, or any other copyrightable work. We will not be
responsible (and you will be solely responsible) if you use another
person's copyrighted material or other intellectual property in
violation of the law or any third party rights.

2.6. We strongly advise
affiliates to stay compliant with the Federal Trade Commission (FTC)
guidelines on testimonials and endorsements. All endorsements, reviews,
testimonials on FileNow products and services, as well as relationships
between other types of content websites (forums, blogs, microblogs
and other Social Media channels) and FileNow
must be clearly disclosed in a separate policy on the affiliate sites.
The FTC points out that “when there exists a connection between the
endorser and the seller of the advertised product” it is imperative that
such connection is “fully disclosed”. The FTC deems the relationship in
an endorser-sponsor light, and believes that the end user has the right
to understand that one exists [full text here]. We share the undergirding idea of
this approach, and strongly encourage our affiliates to adhere to the
FTC’s rules. We also reserve the right to terminate a relationship with
any non-compliant affiliates.

3.
FileNow Rights and Obligations

3.1. We have the right to
monitor your site at any time to determine if you are following the
terms and conditions of this Agreement. We may notify you of any changes
to your site that we feel should be made, or to make sure that your
links to our web site are appropriate and to notify further you of any
changes that we feel should be made. If you do not make the changes to
your site that we feel are necessary, we reserve the right to terminate
your participation in the FileNow Affiliate Program.

3.2. FileNow reserves the right to terminate this
Agreement and your participation in the FileNow Affiliate Program
immediately and without notice to you should you commit fraud in your
use of the FileNow Affiliate Program or should you abuse this program in
any way. If such fraud or abuse is detected, FileNow shall not be liable
to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of
your Affiliate application, and will continue unless terminated
hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME,
with or without cause, by giving the other party written notice. Written
notice can be in the form of mail, email or fax. In addition, this
Agreement will terminate immediately upon any breach of this Agreement
by you.

5. Modification

We may modify any of the terms and conditions in this
Agreement at any time at our sole discretion. In such event, you will be
notified by email. Modifications may include, but are not limited to,
changes in the payment procedures and FileNow Affiliate Program rules.
If any modification is unacceptable to you, your only option is to end
this Agreement. Your continued participation in FileNow Affiliate
Program following the posting of the change notice or new Agreement on
our site will indicate your agreement to the changes.

6. Payment

FileNow uses a third party to handle all of the
tracking and payment. The third party is the ShareASale.com affiliate
network. Kindly review the network’s payment terms and conditions.

7. Access
to Affiliate Account Interface

You will create a password so that you may enter ShareASale’s secure affiliate account interface.
From their site you will be able to receive your reports that will
describe our calculation of the commissions due to you.

8. Promotion
Restrictions

8.1. You are free to
promote your own web sites, but naturally any promotion that mentions
FileNow could be perceived by the public or the press as a joint effort.
You should know that certain forms of advertising
are always prohibited by FileNow. For example, advertising
commonly referred to as "spamming" is
unacceptable to us and could cause damage to our name. Other generally
prohibited forms of advertising include the use of unsolicited
commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In
addition, you may not advertise in any way that effectively conceals or
misrepresents your identity, your domain name, or your return email
address. You may use mailings to customers to promote udso long as the
recipient is already a customer or subscriber of your services or web
site, and recipients have the option to remove themselves from future
mailings. Also, you may post to newsgroups to promote FileNow so long as
the news group specifically welcomes commercial messages. At all times,
you must clearly represent yourself and your web sites as independent
from FileNow. If it comes to our attention that you are spamming, we
will consider that cause for immediate termination of this Agreement and
your participation in the FileNow Affiliate Program. Any pending
balances owed to you will not be paid if your account is terminated due
to such unacceptable advertising or solicitation.

8.2. Affiliates are strictly prohibited from bidding
in their Pay-Per-Click campaigns on such branded keywords as FileNow,
file now, filenow.com, www.filenow, www.filenow.com, as well as any
misspellings or variations of these - be it in "TM" or "TM+" manner.
While we will do everything possible to contact the violating affiliate
prior to banning them from our affiliate program, we reserve the right
to expel any trademark violator from our affiliate program without prior
notice, and on the first occurrence of such PPC bidding behavior.

8.3. Affiliates enrolled
in the FileNow Affiliate Program whose website(s) promote coupon codes
must adhere to our coupon guidelines as follows:

8.3.1. You may ONLY advertise
coupon codes that are provided to you through the affiliate program.

8.3.2. Posting any information about how to work around the
requirements of a coupon/promotion (i.e. first-time customers only) will
result in removal from the program.

8.3.3. You may NOT advertise coupon codes obtained from any
non-affiliate marketing channel, including coupon codes from our email,
paid search or any other non-affiliate advertising campaigns.

8.3.4. You may NOT give the appearance that any ongoing offer requires
clicking from your website in order to redeem. For example, if a
specific item is placed on sale, you may not turn this into an offer
inferring the customer must click from your site to get this deal.

Affiliates whose primary business is posting coupons,
who are viewed by the program as being a coupon site, and/or who are
tagged as coupon in our system, may not be paid commissions for sales
generated without a corresponding valid coupon code. Valid codes are
defined as codes that are made available to the affiliate channel in
general, through newsletters or the Deals database in ShareASale, and
directly or privately to affiliates. Coupon codes that are not real,
expired, or are long-term sitewide offers that do not require a code may
not be considered valid codes and the affiliate will not be awarded
commission on these orders.

8.4. Affiliate shall not transmit any so-called
“interstitials,” “Parasiteware™,” “Parasitic
Marketing,” “Shopping Assistance Application,” “Toolbar Installations
and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer
clicks on a qualifying link until such time as the consumer has fully
exited FileNowSleep.com website (i.e., no page from our site or any
FileNow content or branding is visible on the end-user’s screen). As
used herein a. “Parasiteware™”
and “Parasitic Marketing” shall mean an application that (a) through
accidental or direct intent causes the overwriting of affiliate and non
affiliate commission tracking cookies through any other means than a
customer initiated click on a qualifying link on a web page or email;
(b) intercepts searches to redirect traffic through an installed
software, thereby causing, pop ups, commission tracking cookies to be
put in place or other commission tracking cookies to be overwritten
where a user would under normal circumstances have arrived at the same
destination through the results given by the search (search engines
being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines);
(c) set commission tracking cookies through loading of Merchant site in
IFrames, hidden links and automatic pop ups
that open FileNow.com website; (d) targets text on web sites, other than
those web sites 100% owned by the application owner, for the purpose of
contextual marketing; (e) removes, replaces or blocks the visibility of
Affiliate banners with any other banners, other than those that are on
web sites 100% owned by the owner of the application.

8.5. FileNow does not have authorized resellers.
Reselling of any kind is strictly prohibited. We have the right to
reverse orders and withhold referral fees due to suspected intent to
resell. To buy from a 3rd party, invalidates your warranty.

8.6. Affiliate partners are prohibited from using
FileNow along with any variations of our brand name in their main domain
URL or social media accounts.

9. Grant
of Licenses

9.1. We grant to you a non-exclusive,
non-transferable, revocable right to (i)
access our site through HTML links solely in accordance with the terms
of this Agreement and (ii) solely in connection with such links, to use
our logos, trade names, trademarks, and similar identifying material
(collectively, the "Licensed Materials") that we provide to you or
authorize for such purpose. You are only entitled to use the Licensed
Materials to the extent that you are a member in good standing of the
FileNow Affiliate Program. You agree that all uses of the Licensed
Materials will be on behalf of FileNow and the good will associated
therewith will inure to the sole benefit of FileNow.

9.2. Each party agrees
not to use the other's proprietary materials in any manner that is
disparaging, misleading, obscene or that otherwise portrays the party in
a negative light. Each party reserves all of its respective rights in
the proprietary materials covered by this license. Other than the
license granted in this Agreement, each party retains all right, title,
and interest to its respective rights and no right, title, or interest
is transferred to the other.

10. Disclaimer

FILENOW MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS
OR WARRANTIES REGARDING FILENOW SERVICE AND WEB SITE OR THE PRODUCTS OR
SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF FILENOW ABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY
DISCLAIMED AND EXCLUDED. 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.

11. Representations
and
Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly
executed and delivered by you and constitutes your legal, valid, and
binding obligation, enforceable against you in accordance with its
terms;

11.2. You have the full right, power, and authority
to enter into and be bound by the terms and conditions of this Agreement
and to perform your obligations under this Agreement, without the
approval or consent of any other party;

11.3. You have sufficient
right, title, and interest in and to the rights granted to us in this
Agreement.

12. Limitations
of
Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS
OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL FILENOW CUMULATIVE
LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER
BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR
EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER
THIS AGREEMENT.

13. Indemnification

You hereby agree to indemnify and hold harmless
FileNow, and its subsidiaries and affiliates, and their directors,
officers, employees, agents, shareholders, partners, members, and other
owners, against any and all claims, actions, demands, liabilities,
losses, damages, judgments, settlements, costs, and expenses (including
reasonable attorneys' fees) (any or all of the foregoing hereinafter
referred to as "Losses") insofar as such Losses (or actions in respect
thereof) arise out of or are based on (i)
any claim that our use of the affiliate trademarks infringes on any
trademark, trade name, service mark, copyright, license, intellectual
property, or other proprietary right of any third party, (ii) any
misrepresentation of a representation or warranty or breach of a
covenant and agreement made by you herein, or (iii) any claim related to
your site, including, without limitation, content therein not
attributable to us.

14. Confidentiality

All confidential information, including, but not
limited to, any business, technical, financial, and customer
information, disclosed by one party to the other during negotiation or
the effective term of this Agreement which is marked "Confidential,"
will remain the sole property of the disclosing party, and each party
will keep in confidence and not use or disclose such proprietary
information of the other party without express written permission of the
disclosing party.

15. Miscellaneous

15.1. You agree that you are an independent
contractor, and nothing in this Agreement will create any partnership,
joint venture, agency, franchise, sales representative, or employment
relationship between you and FileNow. You will have no authority to make
or accept any offers or representations on our behalf. You will not make
any statement, whether on Your Site or any other of Your Site or
otherwise, that reasonably would contradict anything in this Section.

15.2. Neither party may
assign its rights or obligations under this Agreement to any party,
except to a party who obtains all or substantially all of the business
or assets of a third party.

15.3. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of California
without regard to the conflicts of laws and principles thereof. Any
legal action or proceeding with respect to this Agreement or any
document related shall be brought only in a United States District Court
sitting within 50 miles of San Francisco, California.

15.4. You may not amend
or waive any provision of this Agreement unless in writing and signed by
both parties.

15.5. This Agreement represents the entire agreement
between us and you, and shall supersede all
prior agreements and communications of the parties, oral or written.

15.6. The headings and titles contained in this
Agreement are included for convenience only, and shall not limit or
otherwise affect the terms of this Agreement.

15.7. If any provision of
this Agreement is held to be invalid or unenforceable, that provision
shall be eliminated or limited to the minimum extent necessary such that
the intent of the parties is effectuated, and the remainder of this
agreement shall have full force and effect.