This Agreement contains the terms and conditions that apply to an individual's or entity's participation in the Metro Marketing, Inc. affiliate program (the "Program"). This Agreement covers the establishment of a Metro Marketing, Inc. Internet portal or "link" on the applicant's site on the World Wide Web (the "Web"). Throughout this Agreement, Metro Marketing, Inc. will be referred to as "Metromkt", "we" or "our"; the applicant will be referred to as "the applicant", "you" or "your". The Metromkt's site on the World Wide Web is referred to herein as "our web site"; your site on the World Wide Web is referred to herein as "your web site".

1. Commencement
If you are interested in applying for participation in Metromkt's affiliate program you must complete the online application found on the site: http://www.metromkt.net/commish/add.cgi and agree to all the terms of this operating agreement. Metromkt may reject any application for any reason. Metromkt will reject any application to place its link on a web site that contains any objectionable content. Objectionable content includes content that is unlawful in any manner, harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, unlawfully discriminatory, or is otherwise objectionable. Metromkt will also reject applications to place its link on a web site that contains links to and advertisements for gambling sites and casinos.

2. Exclusivity
You agree that Metromkt will be the only link on your web site for entities or companies offering shopping cart programming services, which are similar to those, offered by Metromkt. Advertising from other persons or entities offering any shopping cart programming services will not appear on any of Metromkt co-branded pages.

3. Referral Fees
For each customer who visits Metromkt's web site through the link at your web site, and who purchases with Metromkt as a result of such visit, Metromkt will pay to you a referral fee between 10-40% per sale. The % will increase as sales increase from your endeavors.

4. Payment of Referral Fees
Affiliates will be paid by check on a quarterly basis. Approximately 30 days following the end of each calendar quarter (March 31, June 30, September 30, December 31) we will send these affiliates a check for the finders fees on earned referrals for the preceding three months period.

5. Sales Reports
We will provide to you, upon your written request, but in no event more frequently than monthly, a report that summarizes the sales activity from your web site. In no event will the bank reveal the names or other identifying information about its customers.

6. License Agreement
Upon our acceptance of your application we will grant to you a nonexclusive right to use the Metromkt's icon, logo and other images and materials relating to Metromkt, which Metromkt provides to you for purposes of fulfilling this agreement. You may not modify any of Metromkt's images, including, but not limited to its icon or logo. This license is limited to the sole purpose of promoting Metromkt's products and services on your web site, and for no other purpose. Metromkt expressly reserves all of its rights in and to its trademarks, trade names, icon, logos and other intellectual property. Metromkt may revoke this license at any time by giving you written notice.

7. Site Maintenance
You are solely responsible for maintaining your web site. Metromkt has no responsibility for site development, operation or maintenance of your web site. You are responsible for all technical operations of your web site, ensuring that your web site does not contain libelous material, and ensuring that all material on your web site is legal and does not infringe on the rights of any third party (including copyright or trademark rights).

In no case is Spamming allowed. It will lead to immediate termination of this agreement and forfeiture of all Referral Fees.

Metromkt is not responsible for any of these duties and you agree to indemnify, keep indemnified and hold Metromkt harmless from and against any and all claims, actions, causes of action, damages, injuries, expenses (including attorney's fees) relating to the development, operation, contents and maintenance of your web site.

8. Term
This agreement is effective at the time your application is accepted by Metromkt and you are notified of such acceptance either in writing or electronically. This agreement may be terminated by either party, with or without cause, by giving the other party written notice of the termination. Referral fees will be paid only on accounts, which were eligible at the time of termination.

9. Modification
Metromkt may modify this agreement at any time by posting a change on our web site. Metromkt may change any of the terms and conditions of this agreement. Modifications may include, but are not limited to, changes in the referral fee structure, payment procedures, and Metromkt Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Metromkt Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

10. Relationship of Parties
You and Metromkt are independent contractors for all purposes. Nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You have no authority to act on Metromkt's behalf. Your display of the Metromkt's logo and/or trademark as well as all other content on your web site must not contradict this fact.

11. Limitation of Liability
We will not be liable for indirect, special or consequential damages (or loss of revenue, profits, or data) arising in connection this Agreement even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total referral fees paid or payable to you under this Agreement.

12. Disclaimer
We make no express or implied warranties or representations with respect to the marketing program or this Agreement or any products or services sold by Metromkt. In addition, we make no representation that the operation of our web site will uninterrupted or error-free and we will not be liable for the consequences of any interruptions or errors.