Disspy Lite 3.0.0

Disspy Distribution & Affiliate Agreement

This agreement contains the complete terms that apply to participation as an Affiliate in H-Desk Software Group (“H-DESK”) Affiliate Program, and the establishment of links from Affiliate`s Web site to www.h-desk.com and/or other H-DESK company site (www.disspy.com).

This Agreement, made by and entered into between H-Desk Software Group ("H-DESK") a London Corporation a part of LifeForm Inc., with its principal place of business at Green Suite, 140 Ashley Crescent, London SW115QZ, UK, and ("Affiliate"), located at contains the complete terms and conditions that apply to Affiliate`s participation in the H-DESK Affiliate Program (the "Affiliate Program").

In connection with Affiliate`s participation in the Affiliate Program, Affiliate and H-DESK agree as follows:

1. Enrollment in the Affiliate Program

Affiliate must first provide a complete company and bank info. H-DESK may reject Affiliate`s application if H-DESK determines in its sole discretion, with or without reason, that Affiliate`s site is unsuitable for the Affiliate Program. If Affiliate`s site is accepted, H-DESK may terminate this Agreement anytime thereafter if Affiliate`s site is determined (at H-DESK`s sole discretion) to be unsuitable for the Program. Only sites in English, and based in the United States, Canada, or United Kingdom are eligible to participate in the H-DESK Affiliate Program.

2. Qualifying Sites

H-DESK reserves the right not to accept any site into the Affiliate Program based on site content. Sites that Do Not Qualify for the H-DESK Affiliate Program include sites which:
• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• violate intellectual property rights

3. Unsolicited Commercial Email or SPAM

H-DESK in no way participates in mass unsolicited emailing (i.e. spamming), and all Affiliates are expected to adhere to this policy as well. Violation of this policy will result in the termination of this contract and immediate dismissal from the H-DESK Affiliate Program, with no refund. Bottom line: If you spam you`re out!

4. H-DESK`s responsibilities

H-DESK will be responsible for providing all information, including text links, banners, and logos, necessary to allow Affiliate to promote H-DESK software from Affiliate`s site to H-DESK site and order page. H-DESK will process all orders placed by customers who follow the links from Affiliate`s site to h-desk.com or from Affiliate`s site to other H-DESK sites. H-DESK reserves the right to reject orders that do not comply with company requirements for web orders. H-DESK reserves the right to change web order requirements without notifying affiliates. H-DESK will host and track software installations and will prepare account for Affiliate to view the installation and order stats at any time. H-DESK will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, cancellations, returns and any related customer service. Affiliate acknowledges that all agreements relating to customer sales shall be entirely between the customer and H-DESK.

5. Responsibilities of Affiliate and software distributors

Affiliate may receive from us banners, buttons, icons, text links, email creatives, pop up/under creatives and other advertisements for its site, as well as logos and words identifying h-desk.com or other H-DESK sites. Affiliate may display these advertisements on Affiliate`s site, subject to the terms and conditions hereof. Affiliate may post as many advertisements as Affiliate likes. Affiliate shall not alter, modify or expand the advertisements in any way without written consent from H-DESK. Affiliate may develop and create advertisements of any kind but will in no way alter the look, feel or functionality of H-DESK`s products. H-DESK has the right to monitor Affiliate`s site at any time and to determine in H-DESK`s sole discretion whether Affiliate is in compliance with this Agreement; H-DESK must approve all links and advertisements which leads to H-DESK. Affiliate agrees to cooperate with H-DESK in establishing and maintaining such advertisements.

6. Commissions

6a. Determining commissions. For each qualifying sale on any H-DESK site, the Affiliate will earn 50% of the invoiced net amount of the sale.

Only products that are sold by H-DESK on its Web site, purchased by users who come to an H-DESK site via an H-DESK purchase form linked from Affiliate`s site, billed by H-DESK, and for which H-DESK has received full payment will qualify Affiliate for a commission. The commission rate will be based on the aggregate amount actually paid to H-DESK for qualifying purchases of products on the H-DESK, excluding amounts collected by us for sales taxes, duties, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods. Only currently available items on H-DESK`s site will be included in the computation of net sales. Custom and/or special order products will not be included. Third party products that are advertised on any H-DESK site but not sold, merchandised, or fulfilled by H-DESK are exempt from any commission payments and are not offered for placement by the H-DESK Affiliate Program.

6b. Payment of commissions. When the total amount of commissions due to Affiliate (based on section 6a above) exceeds thousand United States Dollars (1000 USD) for all items, H-DESK will send a commission payment via bank wire transfer for the applicable commission (less any taxes required to be withheld under applicable law) and a statement of activity to Affiliate. Such commission money wire and statements of activity will be sent approximately every thirty (30) days (NET 30 basis). Commission payments for affiliates will be made in U.S. dollars only.

7. Sales tracking and reporting

H-DESK will be solely responsible for tracking sales made to customers who download software from Affiliate`s advertisements and links. Affiliate will be solely responsible for ensuring that its H-DESK links are formatted properly and maintained in a manner that allows H-DESK to track such sales. Tracking is based on clean software installs and orders. No commission shall be paid if the customer cannot be tracked by H-DESK`s system or if the customer does not order the software regularly. The Affiliate will be able to follow the statistics directly over H-DESK Live Stats at any time. H-DESK marketing team will provide the statistics account and log in URL directly to the responsible Affiliate contact person.

8. Returns and cancellations

H-DESK will hold a 5% reserve from Affiliate monthly payment amount to cover possible returns, refunds or cancellations made by Affiliate customers. If no refunds occurred during the running month, the 5% reserve will be paid back to Affiliate during the next payment session. If a product is subsequently returned by the customer, H-DESK may, at its option, deduct the amount of the Affiliate`s monthly reserve. No refunds will be made unless the product in question shows proof of functionality or system compatibility. If an order is cancelled per bank or directly per CC billing company, Affiliates may not receive a commission.

9. Policies and pricing

Customers who make purchases from H-DESK through the Affiliate Program will be deemed to be customers of H-DESK. Accordingly, all of its rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. H-DESK may change its policies and operating procedures at any time. The prices for the H-DESK products are narrowly related to this agreement, and before H-DESK decides to change the pricing, will be enforced to notify the Affiliate and reconsider this agreement and commission rates.

Software pricing list:
H-Desk’s Disspy Professional v3.0.0 Edition 2005 – Spyware Remover $39.95
H-Desk’s Stop Pop PLUS Edition 2005 – Popup Stopper $39.95
H-Desk’s Hidden Desktop Edition 2005 – Task-hiding tool $19.95

Commission rates:
H-Desk’s Disspy Professional v3.0.0 Edition 2005 – Spyware Remover $18.50*
H-Desk’s Stop Pop PLUS Edition 2005 – Popup Stopper $18.50*
H-Desk’s Hidden Desktop Edition 2005 – Task-hiding tool $ 9.00**

* - $2.95 per order - Credit card billing and processing fees for Disspy and Stop Pop
** - $1.95 per order - Credit card billing and processing fees for Hidden Desktop

10. Commercial use

This program is intended for commercial use only. Commissions are payable for qualifying sales to third parties who access the H-DESK catalog through the H-DESK links and/or advertisements located on Affiliate`s sponsoring Web site. Affiliates who use this program to purchase products for their own use are not in violation of the Agreement.

11. Publicity

Affiliate shall not create, publish, distribute or permit any written material that makes reference to H-DESK without first submitting such material to H-DESK and receiving written consent, which H-DESK agrees will not be unreasonably withheld.

12. Licenses and use of H-DESK owned logos and trademarks

H-DESK grants Affiliate a non-exclusive, non-transferable, and revocable right to access its site through the links solely in accordance with the terms of this agreement, and to use the H-DESK trademark, logo, and similar identifying material (the "licensed materials") for the sole purpose of selling H-DESK products through Affiliate`s site. Affiliate may not alter, modify, or change the logo(s) or any of the licensed materials in any way or allow third parties to use the logo(s) or licensed materials. Affiliate is entitled to use the logo(s) and licensed materials to the extent that Affiliate is a member in good standing of the Affiliate Program.

Affiliate shall not make any use of any licensed materials for purposes other than selling H-DESK products without first submitting a sample of such to H-DESK and receiving written consent, which will not be unreasonably withheld. Affiliate agrees not to use any licensed materials in any manner that is disparaging or otherwise portrays H-DESK in a negative light. H-DESK reserves all of its rights in the licensed materials and of its other proprietary rights. H-DESK may revoke Affiliate`s license at any time with written notice.

Affiliate grants H-DESK a non-exclusive license to utilize Affiliate`s names, titles, and logos to advertise, market, promote, and publicize in any manner this Affiliate Program and Affiliate`s relationship with us. H-DESK shall not be required to so advertise, market, promote, or publicize Affiliate`s name or Affiliate`s affiliate relationship. The license to use Affiliate`s name, title, and logos shall terminate upon the effective date of the expiration or termination of this Agreement.

13. Obligations regarding Affiliate site

Affiliate will be solely responsible for the development, operation, and maintenance of its site and for all the materials that appear on its site. Such responsibilities include, but are not limited to, the technical operation of the site and all related equipment; posting text and/or graphic links to H-DESK`s Web site; the accuracy and propriety of materials posted on the site (including, but not limited to, all H-DESK product-related materials); and ensuring that materials posted on the site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.

Affiliate hereby agrees that its site will not, in any way, copy or resemble the look and feel of H-DESK`s sites nor will it create the impression that its site is one of H-DESK`s sites or is a part of H-DESK`s sites, nor will it frame any page on the sites operated by H-DESK being viewed by a user of its site who links to H-DESK`s sites through a Link and/or advertisement creatives (banner, pop up/under, email, etc).

H-DESK disclaims all liability for such matters. Further, Affiliate will indemnify and hold H-DESK harmless from all claims, damages, and expenses (including, without limitation, attorneys` fees) relating to the development, operation, maintenance, and contents of Affiliate`s site.

14. Term of the agreement

The term of this Agreement will begin upon H-DESK`s acceptance of Affiliate`s Affiliate Program application and will end when terminated by either party. Either Affiliate or H-DESK may terminate this Agreement at any time, with or without cause, by giving the other party written or email notice of termination. Affiliate is only eligible to earn commission on sales during the term of this agreement, and commissions earned through the date of termination will remain payable only if the related H-DESK product orders are not canceled or returned. H-DESK may withhold Affiliate`s final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of the Agreement, Affiliate agrees to destroy or return to H-DESK all artwork in Affiliate`s possession pertaining to H-DESK, and Affiliate shall immediately remove from Affiliate`s site any and all H-DESK logos, trademarks, links, and references.

15. Modification

H-DESK may modify any of the terms and conditions in this Agreement at any time at its sole discretion. Affiliate will be notified by email and an updated version of its Terms and Conditions will be posted on its site. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to Affiliate, Affiliate`s only recourse is to terminate this Agreement. Affiliates continued participation in the Affiliate Program following H-DESK`s posting of a change notice or new agreement on H-DESK`s site will constitute binding acceptance of the change.

16. Relationship of parties

Affiliate and H-DESK are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate will have no authority to make or accept any offers or representations on H-DESK`s behalf. Affiliate will not make any statement, whether on Affiliate`s site or otherwise, that reasonably would contradict anything in this section of the Agreement.

17. Disclaimers

H-DESK makes no express or implied warranties or representations with respect to the Affiliate Program or any H-DESK products sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, H-DESK makes no representation that the operation of its site will be uninterrupted or error free, and H-DESK will not be liable for the consequences of any service interruptions, technical difficulties, or errors.

18. Representations and warranties

Affiliate hereby represents and warrants to H-DESK that this Agreement has been duly and validly executed and delivered by Affiliate and constitutes Affiliate`s legal, valid, and binding obligation, enforceable against Affiliate in accordance with its terms. Affiliate`s execution, delivery, and performance of this Agreement and the consummation by Affiliate of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, or regulation to which Affiliate is subject; any order, judgment, or decree applicable to Affiliate or binding upon Affiliate`s assets or properties; any provision of Affiliate`s by-laws or certificate of incorporation; or any agreement or other instrument applicable to Affiliate or binding upon Affiliate`s assets or properties.

Affiliate is the sole and exclusive owner of the Affiliate Trademarks and has the right and power to grant H-DESK the license to use Affiliate`s trademarks in the manner contemplated herein, and such grant does not and will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to Affiliate or binding upon Affiliate`s assets or properties, or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Affiliate in connection with the execution, delivery, and performance of this Agreement or that taking by Affiliate of any other action contemplated hereby.

To the best of Affiliate`s knowledge, there is no threatened claim, action, or proceeding against Affiliate, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Affiliate`s trademarks, and to the best of Affiliate`s knowledge there is no basis for any such claim, action, or proceeding.

19. Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereby 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 H-DESK or Affiliate or any of H-DESK`s Affiliates shall remain strictly confidential and secret. Such information 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 that any such information is generally known or available to the public through a source or sources other than such party hereto or its Affiliates. H-DESK may deem any information as confidential during the term of this Agreement.

20. Limitation of liability

H-DESK will not be liable for indirect, special, or consequential damages or for any loss of revenue, profits, or data arising in connection with this Agreement or the Affiliate Program, even if H-DESK has been advised of the possibility of such damages. H-DESK`s aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to Affiliate under this Agreement.

21. Indemnification

Affiliate hereby agrees to indemnify, defend and hold harmless H-DESK and H-DESK`s affiliates, directors, officers, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney`s fees) relating to a defect in any of H-DESK`s products, any claim that H-DESK`s use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of a third party; or any misrepresentation or breach of a covenant or warranty and agreement made by Affiliate herein. Any claim related to Affiliate`s site including, without limitation, content therein is not attributable to us.

22. Independent investigation

Affiliate acknowledges that it has read this Agreement and agrees to all its terms and conditions. Affiliate understands that H-DESK 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 Affiliate`s Web site. Affiliate has independently evaluated the desirability of participating in the Affiliate Program and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

23. Governing Law

This Agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New York, and Affiliate irrevocably consents to the jurisdiction of such courts. Affiliate may not assign this Agreement, by operation of law or otherwise, without H-DESK`s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and will be enforceable against the parties and their respective successors and assigns. H-DESK`s failure to enforce Affiliate`s strict performance of any provision of this Agreement will not constitute a waiver of H-DESK`s right to subsequently enforce such a provision or any other provision of this Agreement.


ACKNOWLEDGMENT AND ACCEPTANCE OF THE TERMS: THIS IS A LEGAL AGREEMENT BETWEEN AFFILIATE AND H-DESK. BY RATIFING THIS APPLICATION, AFFILIATE ACKNOWLEDGE THAT AFFILIATE HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY AND AGREE TO ALL ITS TERMS AND CONDITIONS.






H-Desk Software Group Affiliate info:
Green Suite __________________________
140 Ashley Crescent __________________________
London SW115QZ __________________________
United Kingdom __________________________
Phone: +44 207 681 3264 __________________________
Fax: +44 207 681 3266 __________________________

Contact person: Contact person:
Jerry Smith

________________________ __________________________
Marketing Manager Title:
jerry.smith@h-desk.com Email: