Add a retail dimension to your site--it's easy!

Do you have your own web site? Then you can increase traffic and earn money by selling Exams.ws's quality products--and you'll make commissions on every sale! Exams.ws offers the highest quality exam products on the market - with more to come!!! We will provide you with all the graphics and links to make your site begin producing revenue immediately!! Click here to join!

Exams.ws Partner benefits!

Adding a retail element to your web site will allow you to partner with one of the leading Internet commerce sites on the Web. Exams.ws offers the following benefits to its Partners:

Agreement

THIS AGREEMENT sets forth the terms and conditions agreed to between Exams.ws, Inc. ("Exams.ws"), and you as an "Partner" in the Exams.ws Partner Program (the "Partner Program"). Once into the Partner Program a Partner can establish links from the Partner's website to "Exams.ws." In return, Exams.ws pays to each Partner a fee for each product purchased through that Partner's site.

THIS IS A LEGAL AND CONTRACTUALLY BINDING AGREEMENT BETWEEN THE Partner AND Exams.ws. YOU APPLY BY COMPLETING AND SUBMITTING THE Partner APPLICATION AND BY CLICKING ON THE "Accept" BUTTON BELOW TO INDICATE YOUR WILLINGNESS TO BE BOUND TO EXAMS.WS BY THIS AGREEMENT. THIS AGREEMENT WILL TAKE EFFECT IF AND WHEN Exams.ws REVIEWS AND ACCEPTS YOUR APPLICATION AND GIVES YOU NOTICE OF ACCEPTANCE. BY SUBMITTING YOUR APPLICATION, Partner CERTIFIES THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH BELOW, AND THAT YOU ARE AUTHORIZED TO SUBMIT THIS APPLICATION BY THE NAMED Partner.

In connection with your participation in the Partner Program, you and Exams.ws agree as follows:

1. Enrollment in the Partner Program.

To apply for enrollment you must submit a complete "Partner Application" via our web site. Exams.ws may reject your application in its sole discretion for any reason, including but not limited to a determination that your site is unsuitable for or incompatible with the Partner Program; that your site incorporates images or content that is any way unlawful, offensive, profane, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable; that your site facilitates illegal activity, promotes or depicts sexually explicit, obscene or pornographic images; promotes or depicts violence; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; that your site incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights; or that your site contains or promotes politically sensitive or controversial issues (collectively "Restricted Content"). Exams.ws also reserve the right to terminate this Agreement in the event that any Restricted Content is incorporated on Partner's site after acceptance of your application and the commencement of the term of this Agreement.

2. Referral Fee.

For each Sale Partner will earn 20% commission on the gross sales. Only Qualifying Sales of Products that are sold by Exams.ws, shipped to a customer and for which Exams.ws has received full payment will qualify for a Commission. No Commission will be paid on that portion of a customer's payment which relates to shipping, handling, sales tax, and other similar charges. Commission payments will be paid monthly and will be made from Exams.ws to Partner within approximately 30 days after the end of the month in question. The monthly Commission shall be an amount equal to the aggregate Commission on all Qualifying Sales for the month in question less any and all applicable taxes. Notwithstanding the foregoing, if the aggregate Commission is less than $200, Exams.ws will delay payment until the $200 threshold is reached by the Partner.

3. Qualifying Sales.

Any sale of a Product which emanates from Partner's Exams.ws link to the Exams.ws on-line catalog, where it is added to the customer's shopping cart and ordered from Exams.ws on the Exams.ws order forms, will constitute a "Qualifying Sale" of a Product for purposes of determining Partner's Commission. Notwithstanding the foregoing, the sale of Products which were added to the customer's shopping cart directly from the Exams.ws website catalog or through our telephone support group during a different session, regardless of whether the customer previously followed a special link from the sponsoring website.

4. Term of this Agreement.

The term of this Agreement will commence on the date that your application as a Partner is received by Exams.ws and banner/button is applied on the partner site and will end when terminated by either party. Either Partner or Exams.ws may terminate this Agreement at any time, with or without cause, by giving the other party written or e-mail notice of termination. Partner will continue to receive Commission payments for all Product orders placed during the term of this Agreement. Exams.ws reserves the right to delay payment of any final Commissions for a reasonable time in order to ensure that the correct amount is paid and to ensure that the Products are not returned. Notwithstanding the foregoing, Partner agrees to repay to Exams.ws any Commissions which are paid to Partner for Products sold which are subsequently returned.

5. Links.

Partner agrees to place Exams.ws's available links through the Partner's Program's website and will properly code all links to Exams.ws's websites in the manner specified by us. Partner may select or remove such links, at any time without prior approval from Exams.ws. Partner is also responsible for removing and/or informing Exams.ws of potential stale links. Partner agrees to cooperate with Exams.ws in establishing and maintaining such links.

6. Order Processing.

Exams.ws will be solely responsible for processing each order placed by a customer from Partner's Exams.ws link. Order entry will use the Exams.ws on-line ordering process. Exams.ws shall be responsible for administering order forms, payment processing, shipping, cancellations, returns, and related customer service. All of the rules, operating procedures and policies of Exams.ws regarding customer orders and accounts will apply to orders received through special links on Partner's Exams.ws link. Exams.ws reserves the right to reject any order in its sole discretion.

7. Returns and Cancellations.

If a Product for which a Commission has been paid is subsequently returned by the customer, Exams.ws may, at its option, deduct the amount of the previously paid Commission from Partner's next Commission payment or bill the Partner directly. Returns are strictly based on product "shipped" or emailed back or from Exams.ws. No refunds will be made unless the product in question shows proof of delivery. If an order is cancelled prior to being shipped from Exams.ws, Partners may not receive a Commission.

8. Tracking of Sales.

Exams.ws will be solely responsible for tracking sales made to customers who follow Partner's Exams.ws links. Partner will be solely responsible for ensuring that its Exams.ws links are formatted properly and maintained in a manner which allows Exams.ws to track such sales. No Commission shall be paid if the customer cannot be tracked by Exams.ws's system or if the customer accesses the Exams.ws site through other than the Partner's Exams.ws links. Exams.ws will provide Partner with statements of Qualifying Sales activity at the time Commissions are paid.

9. Product Prices and Availability.

Exams.ws is solely responsible for determining the price charged for every Product sold under the Exams.ws Partner Program. Product prices may vary from time to time for various reasons, including suppliers' price increases and special discounts offered by Exams.ws. Partner may not specify Product prices on their web sites. Product availability changes frequently, and Exams.ws will present the best information available to it regarding Product availability. Exams.ws cannot, however, guarantee the availability or price of any Product.

10. Exams.ws Customers.

Customers who purchase Products through the Exams.ws Partner Program are customers of Exams.ws. Partner has no authority to make or accept any offer on behalf of Exams.ws. All Exams.ws policies regarding customer orders, including Product availability, pricing and problem resolution, will apply to these customers. Partner has no authority to make, and Exams.ws is not responsible for, any representations made by Partner which contradict these policies.

11. Product Descriptions.

Partner will only use Product descriptions provided or approved in writing by Exams.ws.

12. Copyrighted Material.

Partner is solely responsible for ensuring that its reviews articles and obey all applicable copyright and other laws. Generally, Partner must have express permission to use another party's copyrighted or other proprietary material. Exams.ws is not responsible for Partner's improper use of another party's copyrighted or proprietary material.

13. Commercial Use.

This program is intended for commercial use only. Commissions are payable for Qualifying Sales to third parties who access the Exams.ws catalog through the Exams.ws link located on Partner's sponsoring website. Partners who use this program to purchase Products for their own use are NOT in violation of the Agreement.

14. Trademarks.

All Exams.ws trademarks, trade names and service marks (collectively, the "Marks") are the exclusive property of Exams.ws. Notwithstanding anything set forth in this Agreement, Exams.ws reserves full ownership of the Marks and the Licensed Materials (as defined below). All use of the Marks by Partner is limited solely to the use contemplated by this Agreement.

15. Licenses and Use of the Exams.ws Logos and Trademarks.

Exams.ws grants Partner a non-exclusive, nontransferable, revocable right to

(a) access the Exams.ws site through the links solely in accordance with the terms of this Agreement and

(b) solely in connection with such links, to use Exams.ws's logos, trade names, trademarks, and similar identifying material relating to Exams.ws (collectively, the "Licensed Materials"), for the sole purpose of selling eductional material for Exams.ws.

16. Service Interruption.

Certain technical difficulties may, from time to time, result in service interruptions. Partner agrees not to hold Exams.ws responsible for the consequences of such interruptions.

17. Indemnification.

Partner hereby agrees to indemnify, defend, and hold harmless Exams.ws, its shareholders, officers, directors, employees, agents, Partners, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by Exams.ws (collectively the "losses"), in so far as such losses (or actions in respect thereof) arise out of, are related to, or are based on (i) the breach of any representation, warranty, or covenant made by Partner herein; or (ii) any claim related to Partner's site.

18. Confidentiality.

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Exams.ws or Partner, respectively shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent necessary to exercise rights and perform obligations under this Agreement. The foregoing restrictions will not apply to information to the extent it (i) was known to the receiving party at the time of disclosure; (ii) has become publicly known through no wrongful act of the receiving party; (iii) has been rightfully received from a third party under no obligation to the disclosing party; (iv) has been disclosed by court order or as otherwise required by law if the receiving party has given the disclosing party a reasonable opportunity to contest or limit the scope of such required disclosure.

19. Modification.

Exams.ws reserves the right to change any and all of the terms and conditions in this Agreement, at any time and in its sole discretion, by posting a new agreement on its website. Without limiting the generality of the foregoing, the amount of Commissions, the definition of Qualifying Sales, and all other provisions of this Agreement are subject to change without notice other than posting such information on the Exams.ws website. IF ANY MODIFICATION IS UNACCEPTABLE TO Partner, ITS ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. Partner'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING EXAMS.WS'S POSTING OF A NEW AGREEMENT ON ITS WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

20. Warranty Disclaimer.

Exams.ws makes no warranties, representations or conditions with regard to the Exams.ws Partner Program or, except as expressly set forth in Exams.ws's then current 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 NONINFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

21. Limitation of Damages.

Exams.ws 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 Agreement or the Exams.ws Partner Program, regardless of whether Exams.ws has been advised of the possibility of such damages. Further, Exams.ws's aggregate liability arising under or with respect to this Agreement or the program shall in no event exceed the total Commissions paid or payable by Exams.ws to Partner under this Agreement.

22. Independent Investigation.

Partner AKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, HAS HAD AN OPPORTUNITY TO CONSULT WITH ITS OWN LEGAL ADVISERS IF IT SO DESIRED, AND AGREES TO ALL ITS TERMS AND CONDITIONS. Partner AGREES THAT, IN INTERPRETING THIS AGREEMENT, NO WEIGHT SHALL BE PLACED UPON THE FACT THAT THIS AGREEMENT HAS BEEN DRAFTED BY EXAMS.WS. AND IT SHALL NOT ASSERT THAT THIS AGREEMENT IS UNENFORCEABLE OR INVALID ON THE GROUNDS THAT IT IS A CONTRACT OF ADHESION, THAT IT IS UNCONSCIONABLE, OR ANY SIMILAR THEORY. Partner UNDERSTANDS THAT Exams.ws MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH Partner'S WEB SITE. Partner HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

23. Miscellaneous.

This Agreement shall be governed by the laws of the United States and the State of New York without reference to its choice of law principles. Any action relating to this Agreement must be brought in the federal or state courts located in Travis County, Texas, and Partner irrevocably consents to the jurisdiction of such courts. Partner and Exams.ws are independent contractors and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Partner shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of Exams.ws. Subject to the foregoing restriction, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns. Exams.ws reserves the right to offer separate and different promotional and/or incentive arrangements to its suppliers, key customers and other third parties.