The ScribeStudio Affiliate Program Agreement

This Agreement, by and between Distance Learning, Inc. ("DLI") and you ("you" or the "Affiliate" or the "Affiliate Partner") governs your and our participation in the ScribeStudio Affiliate Program (the "Program").

As used in this Agreement, "site" means a World Wide Web site and depending on the context, refers either to a DLI site or sites, including ScribeStudio located at www.ScribeStudio.com.

1. Enrollment in the Program - Affiliate must submit a completed ScribeStudio Affiliate Program Online Registration Form using our site to enroll in the Program. We will evaluate the information provided by you in good faith and notify you of our acceptance of or problems with your application. We may reject your participation if we determine, in our sole discretion, that your Affiliate Site is unsuitable for the Program.

Unsuitable sites may include those that link to or promote sexually explicit materials; promote illegal activities; promote violence; encourage discrimination based on religion, sex, race, nationality, disability or age; violate intellectual property rights; contain little redeeming or original content; violate any state, federal, local or other laws or regulations; and/or contain defamatory, libelous, or disparaging material.

If rejected, you may reapply for the Program if you believe your facts and/or circumstances have changed. If, however, your application is accepted, and it is subsequently determined that your Affiliate Site is, in our sole discretion, not suitable for the Program, we may terminate this Agreement by notice to you.

2. Links from Affiliate to DLI Sites - Affiliate may provide one or more "Program Links" on its site. Program Links are those links on Affiliate's Site, formatted in accordance with DLI's instructions, that are either general in nature and send the customer to the ScribeStudio Home Page (a "General Program Link"), or specific to a ScribeStudio feature area and send the customer to the corresponding featured area, such as a Subscription Plans page (a "Feature Program Link"). DLI may, in its discretion, provide Affiliate with guidelines and graphical artwork to use in such linking to such DLI Sites. By utilizing the Program Links, users of your Site will be able to order, directly at the DLI Link, any Subscription Plans that are then available for customer referrals.

If specific Subscription Plans are offered on Affiliate's Site, Affiliate may display on the Site descriptions, reviews or other references to assist the viewer in product selection. Affiliate will be responsible for the content, style and placement of such information or references. Affiliate may add or delete Links and related information from its Site at any time without DLI's approval.

Affiliate may provide ScribeStudio html banners that will permit its visitors to navigate directly to chosen pages on the DLI Sites. DLI will provide Affiliate with the technical specification describing how to include such banners on its Sites.

Affiliate will be responsible for ensuring that all Program Links are formatted properly in accordance with DLI's instructions and include an Affiliate Site ID code. DLI will provide access URL link(s) with such appropriate code. If DLI's pages change and you have Links that direct visitors to those pages, DLI will re-direct your visitors to an appropriate page automatically.

3. Order Processing - DLI will be solely responsible for processing orders placed by customers who follow Program Links from Affiliate's Site to the DLI Sites. DLI reserves the right to reject orders that do not comply with any requirements that DLI may periodically establish. DLI will track sales made to customers who purchase Subscriptions using Links from your Affiliate Site and will provide reports summarizing this sales activity.

4. Referral Fees - DLI will pay Affiliate Referral Fees on certain Subscription sales to third Parties. For a sale to generate a Referral Fee, the customer must follow a properly formatted Program Link from Affiliate's Site to a DLI Site, purchase the Subscription using DLI's automated ordering and Affiliate Identification system, and remit full payment to DLI. Subscriptions that are entitled to earn Referral Fees under these rules are hereinafter referred to as "Qualifying Subscriptions".

5. Reporting - DLI will track sales made to customers who purchase products using Program Links from an Affiliate Site to a DLI Site and will send Affiliate reports summarizing this sales activity. To permit accurate tracking, reporting and fee accrual, Affiliate must format the Program Links between an Affiliate Site and a DLI Site in accordance with DLI's instructions. DLI will not be liable to you with respect to any failure by you to use Program Links, including the fact that such failure resulted in amounts that otherwise would be paid to you pursuant to this Agreement.

Monthly activity reports will be provided 30 days following the end of the month. Any disputes under this Section shall be resolved in accordance with Section 15.3 below.

6. Fee Schedule and Payment Terms - Affiliate will earn Referral Fees once payment by Subscriber to DLI surpasses $100, excluding, if any, incentive or quantity discounts, costs for credit card processing, payment losses, taxes, and other incidental expenses paid by DLI to a third party. The Subscriptions for which this Agreement applies are those that can be find at scribestudio.com.

Referral Fees will be paid to Affiliate on a quarterly basis, approximately 30 days following the end of each calendar quarter. However, if the fees payable to Affiliate for any calendar quarter are less than US$100, DLI will hold those fees until the earlier of a subsequent calendar quarter in which the total amount due is at least US$100 or until this Agreement is terminated. If a customer cancels a Subscription that generated a Referral Fee, DLI will deduct the corresponding fee from Affiliate's next quarterly payment. If there is no subsequent payment, DLI will send Affiliate a bill for the fee.

7. Taxes - Affiliate shall be solely responsible for all federal, state and local taxes arising from or in connection with Affiliate's participation in the Program with respect to earnings or payments made hereunder, whether or not DLI may be legally required to deduct said taxes from payments made or due to Affiliate. Affiliate understands and agrees that DLI shall not withhold taxes from such payments unless (a) Affiliate makes written request of DLI to do so and (b) along with such request, forwards to DLI Internal Revenue Service Forms W-9, 1099 and such other tax forms that DLI, in its sole discretion, determines are necessary for it to comply with all filing requirements resulting from this Agreement with Affiliate. Affiliate otherwise agrees to indemnify and reimburse DLI for any claim or assessment of taxes by any domestic or foreign taxing authority and any other costs or damages arising from or in connection with the operation of this paragraph.

8. Policies and Pricing - Customers who buy products through this Program will be deemed to be customers of DLI. Accordingly, all DLI and DLI Subscription rules, policies, and operating procedures concerning Subscription sales, customer orders, and customer service will apply to those customers. DLI may change its policies and operating procedures at any time. Subscription prices may change in accordance with pricing policy changes, and since these changes may affect Subscriptions that Affiliate has listed on its Site, DLI will guarantee such prices only until it has advised Affiliate of such changes. Affiliate acknowledges that DLI may collect user data from customers visiting a DLI Site via Program Links from an Affiliate Site and that such data is the property of DLI.

9. Term - The term of this Agreement will begin with our acceptance of the Registration Form and will end when terminated by either party. Either Affiliate or DLI may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Affiliate is only eligible to earn Referral Fees on sales of Qualifying Subscriptions occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled. DLI may withhold Affiliate's final payment for a reasonable time to ensure that the correct amount is paid.

10. Affiliate Responsibilities - Affiliate will be solely responsible for the development, operation, and maintenance of its Sites and for all materials that appear on such sites, including without limitation:

   1. the technical operation of its Sites and all related equipment;
   2. creating and posting ScribeStudio descriptions on its Sites and linking those descriptions        to the ScribeStudio.com Web site;
   3. the accuracy and appropriateness of materials posted on its Sites, including, among other        things, all Subscription-related materials;
   4. ensuring that materials posted on its Site do not violate or infringe upon the rights of        any third party (including, for example, copyrights, trademarks, privacy, or other        personal or proprietary rights); and
   5. ensuring that materials posted on its Sites are not defamatory or illegal.

11. Intellectual Property Rights - Subject to the license granted to Affiliate hereunder, DLI reserves all of its right, title and interest in its intellectual property rights (e.g., software, computer programming, patents, copyrights, trade secrets, trademarks and other intellectual property rights). Subject to the license granted to DLI, Affiliate reserves all of its right, title and interest in its intellectual property rights. DLI hereby grants to Affiliate, during the term of this Agreement, a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between Affiliate's Sites and the DLI Sites and to use DLI trade names, logos, trademarks, service marks and icons that may from time to time be supplied by DLI (the "DLI Marks") on Affiliate's Site as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform its obligations under this Agreement; provided, however, that any promotional materials or usages containing any of the DLI Marks will be subject to DLI's prior written approval. Upon DLI's request, Affiliate will immediately discontinue the use of any DLI Marks.

Affiliate hereby grants to DLI during the term of this Agreement a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between DLI Sites and Affiliate's Site and to use Affiliate's trade names, logos, trademarks and service marks (the "Affiliate Marks") as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform its obligations under the Agreement; provided, however, that any promotional materials or usage containing any of the Affiliate Marks will be subject to Affiliate's prior written approval. Affiliate represents and warrants that it has sufficient authority to grant the foregoing license with respect to any Affiliate Marks owned by a third party.

Neither party will, or will allow any of its affiliates to, modify, alter or obfuscate the other party's Marks or use the other party’s Marks in a manner that disparages the other party or it products or services, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party will, and will cause each of its affiliates to, comply with the other party's instructions as to the form of use of the other party's Marks and will avoid any action that diminishes the value of such Marks. Either party and/or any of its affiliate's unauthorized use of the other's Marks are strictly prohibited. Upon termination of the Agreement and upon written request, each party shall cease using the other party’s Marks.

12. Confidentiality - Except as expressly stated in the Agreement, Affiliate and DLI shall maintain in confidence the terms of this Agreement. It is expected that, pursuant to discussions to date and in connection with the performance of this Agreement, the parties may disclose to one another certain information, as defined herein, which is considered by the disclosing party to be proprietary or confidential information (the "Confidential Information"). Confidential Information is defined as any information, communication or data, in any form, including, but not limited to oral, written, graphic or electromagnetic forms, models or samples, which the disclosing party identifies as confidential or which is of such a nature that the receiving party should reasonably understand that the disclosing party desires to protect such information, communication or data against unrestricted disclosure or use, including without limitation, Site traffic and performance data, business information, financial data, marketing data, Program Links and codes.

All Confidential Information shall remain the sole property of the disclosing party, and its confidentiality shall be maintained and protected by the receiving party with the same degree of care as the receiving party uses for its own confidential and proprietary information. The receiving party shall not use the Confidential Information of the other party except as necessary to fulfill its obligations under this Agreement, nor shall it disclose such Confidential Information to any third party with the prior written consent of the disclosing party.

The restrictions on the use or disclosure of any Confidential Information shall not apply to any Confidential Information: (i)after it has become generally available to the public without breach of the Agreement by the receiving party; (ii) is rightfully in the receiving party's possession prior to disclosure to it by the disclosing party; (iii) is independently developed by the receiving party; (iv) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (v) is disclosed under operation of law or as required for public or private offerings or financial reporting purposes. Upon the termination of the Agreement, all Confidential Information shall be returned to the disclosing party or disposed of in accordance with the disclosing party's instructions.

13. Limitation of Liability - The Program is provided on an "as is" basis. DLI makes no express or implied warranties or representations with respect to the Program or any Subscription sold through the Program (including, without limitation, warranties of title or non-infringement, or the implied warranties of merchantability or fitness for a particular purpose, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, DLI makes no representation that the operation of its site will be uninterrupted or error-free, and DLI will not be liable for the consequences of any interruptions or errors.

DLI will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if DLI has been advised of the possibility of such damages. Further, DLI's aggregate liability arising with respect to this Agreement and the Program will not exceed the total Referral Fees theretofore paid to Affiliate under this Agreement.

14. Independent Investigation - Affiliate acknowledges that it has read this Agreement and agrees to all its terms and conditions. Affiliate understands that DLI may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate Sites that are similar to or compete with Affiliate's Sites. Affiliate 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.

15. Miscellaneous

(a) Notices
Communications, notices and advisories between the parties shall be sent by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed. If to Affiliate, such notices shall be sent to the electronic or mailing address specified in the Registration Form used by Affiliate in joining the Program; if to DLI, such notices shall be addressed to affiliate@dli.com or 135 Fifth Avenue, 3rd Floor, New York, NY 10010; or to either party at such other address as may from time to time be given to the other by notice as provided above.

(b) Relationship of Parties
Affiliate and DLI 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 DLI's behalf. Affiliate will not make any statement, whether on its Site or otherwise, that reasonably would be considered to contradict anything in this Agreement.

(c) 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. Disputes between the parties arising from or concerning this Agreement will be referred to the American Arbitration Association for resolution through binding arbitration by a single arbitrator pursuant to the American Arbitration Association's rules applicable to commercial disputes. Affiliate irrevocably consents to the jurisdiction of such arbitration.

(d) Assignment
Affiliate may not assign this Agreement, by operation of law or otherwise, without DLI's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

(e) No Waiver
DLI’s failure to enforce Affiliate’s strict performance of this Agreement will not constitute a waiver of DLI’s right to subsequently enforce such provision or any other provision of this Agreement.

(f) Modification
DLI may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by supplying Affiliate with a change notice. Modification may include, for example, changes in fee schedules, payment procedures, and Program rules. If any modification is unacceptable to Affiliate, its recourse shall be limited to terminating this Agreement. Affiliate’s continued participation in the program following DLI’s communication of a change notice will constitute binding acceptance of the change.

(g) Entire Agreement
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous written or oral agreements between the parties with respect to such subject matter.