Master Agreement

This Master Agreement ("Agreement") is made on this the 18th day of July 2008, by and between:

Musicworkx.com, (hereinafter is referred to as "Merchant")

And

You, (hereinafter are referred to as "Partner")

Each of Partner and Merchant are hereinafter referred to individually as a Party and collectively as Parties.

WHEREAS:

A. Merchant is a reputed online retailer of Digital music

B. Partner and Merchant are each enrolled in the Musicworkx.com ("Network").

C. Partner and Merchant each desire to establish the general terms and conditions which shall govern advertising and commission arrangements between Partner and Merchant which result from their participation in the Musicworkx.com Network.

NOW THEREFORE inconsideration of the mutual covenants, terms, conditions and understanding set forth in this Agreement, the Parties hereby agree as follows:

1. Definitions

1.1. "Affiliated Provider" mean, variously, a corporate affiliate, developer, distributor, enterprise user, retailer, reseller or other provider or agent, together with any of their respective corporate affiliates;

1.2. "Customer" shall have the meaning ascribed to such term in Section 3.1;

1.3. "Electronic Message" shall have the meaning ascribed to such term in Section 6;

1.4. "Engagement" shall have the meaning ascribed to such term in Section 2.2;

1.5. "Fedex" shall mean the international courier service operated by FedEx Corporation, a logistics concern based in the United States of America;

1.6. "Marks" shall have the meaning ascribed to such term in Section 5.1;

1.7. "Offer" shall have the meaning given to such expression in Section 2.1 and shall also include any counter-offers resulting from an Offer;

1.8. "Qualifying Link" means a link from Partner's site to Merchant's using one of the Required URLs or any other URL provided by Merchant for use in Network if it is the last link to Merchant's site that the Customer uses during a Session where a sale of a product or a service to Customer occurs;

1.9. "Required URL" shall have the meaning ascribed to such term in Section 4.1;

1.10. "Session" means the period of time beginning from a Customer's initial contact with Merchant's site via a link from Partner's site and terminating when the Customer either returns to Merchant's site via a link from a site other than Partner's site or the Engagement expires or is terminated.

2. Offers and Engagements

2.1. From time to time, Merchant may post on Musicworkx.com offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link. If any such offers receive an identification number from Network each of them shall be deemed to be an "Offer" for the purposes of this Agreement.

2.2. If an Offer made by one party is accepted by the other party in accordance with the Offer's terms via Network, an engagement will have been formed "Engagement"). Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.

2.3. At any time prior to Partner providing a Qualifying Link, Merchant may with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by Merchant for an Offer or an Engagement. Partner agrees to promptly implement any request from Merchant to remove, alter or modify any graphic or banner ad submitted by Merchant that is being used by Partner as part of an Engagement.

3. Commissions

3.1. Merchant agrees to pay Partner, a sum (hereinafter Commission) for every unit of music sold, either as single or as an album, to a visitor to Merchant's site (hereinafter a "Customer") where such Customer has accessed Merchant's site and purchased the product via a Qualifying Link.

3.2. The Commission shall be payable at a rate of 50% of the sale price for every unit sold. Further, sale prices for the products will be set solely by Merchant in its discretion and all undisputed Commission shall be paid either through wire transfer or by international cheques couriered through Fedex or any other reliable courier agency.

3.3. Merchant shall have the sole right and responsibility for processing all orders made by Customers. Partner acknowledges that all agreements relating to sales to Customers shall be between Merchant and the Customer.

3.4. No commission shall be earned for purchases made from other stores operated by third parties that may be accessible from Partner's site.

3.5. Commission shall be earned only on credit card transactions. Purchases paid by gift certificate, check, or methods other than credit card are not eligible for commissions.

3.6. All determinations of Qualifying Links and whether a commission is payable will be made by Network and will be final and binding on both Merchant and Partner.

3.7. In the event Merchant, in its sole discretion, suspects fraud or other unlawful conduct by partner or by any third party accessing Merchant's site through links on Partner's site, Merchant shall confer with Partner to suspend or deny payments in whole or in part to Partner.

4. Partner's Responsibilities

4.1. Partner will link its site to areas within Merchant's site using special URLs specified in the Engagement (the "Required URLs"). Partner may post as many links to the Required URLs and the rest of Merchant's site as it likes on Partner's site. The position, prominence and nature of links on Partner's site shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Partner. Partner agrees not to alter or modify any graphic, banner, or link submitted by Merchant.

4.2. Partner agrees not to make any representations, warranties or other statements concerning Merchant, Merchant's site, any of Merchant's products or services, or Merchant's site policies, except as expressly authorized by the Engagement. Partner agrees not to use or post any graphic, banner, or link relating to Merchant not provided by Merchant through Network.

4.3. Partner is responsible for notifying Merchant and Network of any malfunctioning of the Required URLs or other problems with Partner's participation in the Engagement. Merchant will use reasonable efforts to respond to concerns upon notification by Partner.

4.4. Partner agrees to abide by Merchant's privacy policy posted on Merchant's site.

4.5. Partner agrees that it shall in no way frame Merchant's site.

5. Ownership and Licenses

5.1. All materials within Merchant's site, including data, text, graphics, and other files, and their selection and arrangement thereof, are copyrighted works of Merchant. Partner is granted a limited license to display, copy and download materials on the site for personal, non-commercial use only. Any prior commercial use of any copyrights requires the prior written consent of Merchant. All trademarks, trade names and logos (collectively, "Marks") are either registered or unregistered marks of Merchant or its vendors. No Marks shall be copied, imitated or used without the prior written consent of Merchant or the third-party owner, and nothing in this Agreement confers any rights in the Marks to Partner.

5.2. Merchant grants Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in Network, on Partner's site solely for the purpose of creating links from Partner's site to Merchant's site during Engagements. Except as expressly set forth in this Agreement or allowed by Merchant, Partner shall not copy, distribute, modify, reverse engineer, or create derivative works from the same. Partner shall not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.

5.3. Partner grants Merchant a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Partner solely for co-branding purposes or as a return link from Merchant's site to Partner's site if Merchant so desires. Merchant may remove such graphic or banner ad upon Partner's request.

6. Use of Electronic or other types of Messages

Without limiting the generality of the foregoing or any other obligations Partner has under Network Operating Policies and Procedures and any obligations Partner may have under Partner's Engagements with Merchant, if Partner uses email and/or, as applicable, mobile service messages (SMS), instant messaging (IM) or other types of electronic messages (individually and collectively, "Electronic Messages") in connection with Partner's participation on Network and/or in Merchant's affiliate program, Partner agree as follows:

6.1. Except as expressly authorized by Merchant, any and all such Electronic Messages initiated or sent by Partner or on Partner's behalf must:

6.1.1. Identify Partner as the sender and shall not suggest or imply, or mislead or be likely to mislead a recipient into believing that Merchant or Network is a sender or sponsor of, or has procured Partner to send, such Electronic Messages. To be clear, Partner shall not use a return address, subject heading, header information or message contents that misleads or confuses or is likely to mislead or confuse a recipient as to Partner being the sender;

6.1.2. Feature the service or product offering(s) that Partner are offering the recipient (and not those of Merchant) as its primary contents and purpose;

6.1.3. Contain a valid physical postal address for Partner (and not any other person or entity including Merchant or Network;

6.1.4. Be clearly and conspicuously identified as an advertisement or solicitation.

6.2. Partner will implement and employ in connection with each Electronic Message sent by Partner or on Partner's behalf an effective mechanism and procedure for any recipient of such Electronic Message to be able to request during the following thirty (30) days at a minimum not to receive further Electronic Messages from Partner or those sending Electronic Messages on Partner's behalf and except as otherwise expressly permitted by applicable law, such request shall be heeded within ten (10) business days of receipt of such request (collectively, an "opt-out procedure").

6.3. Partner will insure that such opt-out procedure is fully compliant with any and all applicable laws, rules and regulations.

6.4. Partner must also provide a means to share, and will promptly share upon Network's or Merchant's request, the email, SMS, IM or other address of any recipients that exercised such opt-out procedure with Merchant that are promoted in any Electronic Message giving rise to such opt-out request. Partner shall not sell, rent or disclose for any consideration any lists of recipients that have exercised such opt-out procedure.

6.5. Partner shall not use any Qualifying Links (or any equivalent link or mechanism that, upon being activated, causes the same result as clicking on a Qualifying Link) in any electronic message unless:

6.5.1. Partner have received the express authorization of Merchant to use email or other Electronic Messages, as applicable, to promote its Qualifying Link; and

6.5.2. any and all such Electronic Messages complies in all respects with this agreement, the PSA, including Network Operating Policies and Procedures, and any and all applicable laws.

6.6. Further, except as expressly authorized by Merchant, any and all Electronic Messages initiated or sent by Partner or on Partner's behalf shall not:

6.6.1. Identify any other person or entity, including Network or Merchant, as a sender or sponsor of any Electronic Message sent by Partner or on Partner's behalf; nor

6.6.2. Contain content which has as its primary purpose the promotion of Merchant, or Network, whether or not any Qualifying Link is used. All Electronic Messages sent by Partner or on Partner's behalf must feature the service or product offering Partner are providing as its primary purpose; nor

6.6.3. Contain sexually-oriented material without placing waning labels and otherwise complying with applicable laws in all respects; nor

6.6.4. Be sent by or through any computer without authorization, including by relay or retransmission, or contain false header information regarding the transmitting computers and transmission path including the originating electronic mail address, domain name or Internet Protocol address.

6.7. Where Partner is expressly authorized to promote Merchant or Qualifying Link using an Electronic Message, in addition to any other applicable terms of the relevant Engagement, Partner agree to comply with the any applicable law and rules and regulations that are promulgated by any governmental authority in respect thereof and any and all orders, judgments and decrees of any court, agency or other authority relating thereto and any other applicable foreign, federal, provincial, state, or local law applicable to the use or transmission of Electronic Message.

6.8. Partner shall provide Merchant with any information requested by Merchant at any time, including evidence that Partner have complied with all required opt-out procedures and other aspects of Partner's compliance herewith. Further, Partner authorize Merchant to provide any information, including confidential information, and otherwise make any disclosures that Merchant determines to be necessary or appropriate about Partner or Partner's participation or activities on or in relation to Merchant or Partner's use of any Merchant provided resources to any local, state, provincial, federal or foreign governmental authority or Internet Service Provider bringing or contemplating the bringing of any action or conducting any investigation in relation to the enforcement of any applicable laws.

7. Not an email or other service provider

7.1. Neither Network nor Merchant shall be construed or deemed as having "procured" Partner or Partner's services to send or initiate any email or other types of electronic messages to any computer, including for the purposes of promoting Network or Merchant or its respective trade or business, or goods, products, property, or services.

7.2. Partner is not and shall not, at any time, be deemed to be a vendor, supplier or provider of goods or services to Merchant. Partner is not and shall not at any time be deemed, based on Partner's participation in Network or entering into an Engagement with Merchant or otherwise being an affiliate partner, to be a vendor, supplier or provider of goods or services to Merchant, unless Merchant has expressly agreed in writing to engage Partner as a vendor, supplier or provider of goods or services.

7.3. Neither Partner's participation in Merchant's affiliate program or on Network (including Partner's use of any resource made available and earning or receiving of any commissions or other monies) shall be construed as or deemed to be an inducement for, solicitation of, or payment or provision of other consideration to, Partner to provide any products or services to Network or, except in any written agreement with Merchant expressly provides otherwise, to Merchant.

8. Use of plug-ins, Pop-up Engines and other download technology

8.1. No Interference: If Partner make available, directly or indirectly through any of Partner's "Affiliated Providers" any downloadable or other technology, Partner agree to insure, and hereby insure, that such technology does not and will not "Interfere" (as defined in sub-clause 8.3 (a) below during Partner's participation in Merchant's affiliate program and afterwards, except with "an end user's express and informed prior consent" (as defined in sub-clause 8.3 (b) below, with any of the following:

8.1.1. any Merchant Web-based links, advertisements, sites or other commercial offerings in any manner that is contrary to Merchant's intentions; or

8.1.2. any Engagement (including the click-through and any subsequent activity) tracked by Network between Merchant and any Network Affiliates with which Merchant has entered into such Engagement; or

8.1.3. the tracking technology or network resources offered by Network to its Merchants, Network Affiliates and other participants or users.

8.2. Testing and Compliance: Prior to any commercial release of any downloadable or other technology that is used in relation to or might affect in any manner Network and/or any of its participants, including any Network Affiliates and/or Merchant, or any revisions to any such technology previously commercially released, Partner will notify Merchant that such technology may be made available and provide Merchant with a reasonable opportunity to test a representative copy thereof. Upon completing its testing of such technology, Merchant shall provide Partner with a verbal report of any violations, if any, of the above "No Interference" provisions or any other errors or adverse problems caused by the technology in respect of Network or to Merchant. If, for whatever reason, the technology has already been commercially released by the time any testing is conducted or completed, Partner will use best efforts to make any modifications, upon a mutually agreed timetable, but in any case such modifications shall be made within thirty (30) days (unless the parties have agreed based on good faith mutual discussion and consultation that a longer period is necessary). Once any version of any technology is approved by Merchant, Partner will make available only such Merchant-approved version of the technology and will use reasonable best efforts to cause any prior versions to be replaced or modified to bring such versions into compliance.

8.3. For the purpose of this clause the terms "Interfere" and "end user's express and informed prior consent" shall have following respective meanings:

(a) "Interfere" (and its other grammatical variations) means, variously, to, whether intentionally or unintentionally:

(i) replace, intercept, redirect, disrupt, block, alter or otherwise adversely affect (including by opening a pop-up or new window or using other types of diverting or disruptive mechanism); or
(ii) substitute, insert or append; or
(iii) modify the behavior or functionality, or simulate, copy or assume control of, or create a substitute or derivative version of, any browser, plug-in, email, software, file or other platform or technology provided by any third party; or
(iv) cause an error or unintended result to occur; or
(v) cause the parties involved or affected to violate any applicable laws; or
(vi) aids, abets, contributes, facilitates or supports any third party to do any of the foregoing; in each case, including but not limited to (x) in relation to any Engagement, tracking code, cookie, file, data record, sale, clickthrough, commercial activity or other action or transaction facilitated or intended by the target of such interference or (y) with the result of reducing any payment owing to a third party or increasing any payment obligation by any third party.

(b) "end user's express and informed prior consent" refers to and requires (a) a reasonable opportunity to view and expressly consent to the download and use prior to the download, including the rejection and removal, of any technology, (b) full and prominent disclosure at the time of the relevant action or transaction originally intended by the target of such Interference sufficient, in Merchant's reasonable good faith determination, to insure that any choice to Interfere is fully informed as to the benefits and potential consequences, and (c) disclosure and consent that are consistent with any and all applicable laws.

9. Representations and Warranties of Partner

9.1. Partner represents and warrants that is has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby. Partner further represents and warrants that Partner's site contains no material that infringes on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy or that violates any applicable law, statute, ordinance, or regulation.

9.2. Partner represents and warrants that Partner's site contains no material that is defamatory or libelous; that is lewd, pornographic or obscene; that violates any laws regarding unfair competition, anti-discrimination or false advertising; or that promotes violence or contains hate speech.

9.3. Partner represents and warrants that it is not a reseller of any products offered on Merchant's web site.

9.4. Partner shall at all times insure that Partner and Partner's affiliates, officers, directors, employees, consultants, agents and representatives, the conduct of Partner's business, Partner's performance as an affiliate partner and under any Engagements with Merchant, and Partner's use of any Network in any manner must at all times comply with all applicable central, state, and foreign laws, ordinances, rules, regulations, orders, judgments and decrees. Without limiting the generality of the foregoing, such laws shall include without limitation any state and central laws dealing with the transmission and labeling of commercial and/or other electronic mail messages, laws relating to fraud or predatory or abusive business practices, and rules and regulations that are, from time to time, established by governmental agencies.

10. No Representations and Warranties from Merchant

10.1. Merchant's site, including all products, software, functions, materials and information, and any services sold, provided made available through the site, are provided "as is" without warranties of any kind, either express or implied. Merchant disclaims all warranties, either express or implied, including, but not limited to, warranties of quiet enjoyment and non-infringement and any implied warranties of merchantability for a particular purpose or use, non-infringement, title, merchantability of computer programs and informational content, including any warranties concerning third-party sites linked to, or otherwise made available on this site, or absence of viruses or other harmful programs. Merchant does not warrant or make representations regarding the operation of Merchant's site, the use, validity, accuracy or reliability of, or the results of the use of the materials on Merchant's site, the products or services obtained through the site or linked to the site. The materials or prices on the site may be out of date or in error, and Merchant makes no commitment to update the materials at the site. No advice or information, whether oral, written or obtained by Partner from Merchant or through Merchant's site shall create any warranty not expressly made herein.

10.2. Merchant does not guarantee or warrant that the files available for downloading from this site, if any, will be free from viruses, logic bombs, worms, Trojan horses or other code that manifests contaminating, destructive or operationally degrading properties.

10.3. Merchant does not warrant that the site, product, software, materials or services will be uninterrupted or error-free or that any defects in the site, product, software, materials or services will be corrected.

11. Indemnification

Partner hereby agrees to indemnify, defend and hold harmless Merchant and its affiliates, directors, officers, shareholders, employees, representatives, and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including attorneys' fees), as incurred, brought by a third party, arising out of a breach or violation, or allegation which if true would constitute a breach or violation, of any of its representations or obligations in this agreement. To the extent any provision hereof is held to be invalid or unenforceable, such provision shall be enforced to the full extent permitted by law and the remaining provisions hereof shall remain in full force and effect.

12. Limitation of Liability

IN NO EVENT SHALL MERCHANT BE LIABLE TO PARTNER FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MERCHANT'S LIABILITY ARISING OUT OF OR RELATED TO THE PERFORMANCE OF THIS AGREEMENT (OTHER THAN FOR PAYMENT COMMISSIONS) EXCEED THE AMOUNT OF COMMISSIONS PAID TO PARTNER FOR THE 2 MONTHS PRIOR TO THE CONDUCT GIVING RISE TO PARTNER'S CLAIM.

13. Termination

13.1. Either party may terminate any Engagement upon 7 days written notice with effect from the 8th day from such notice. Termination of an Engagement shall not terminate this Agreement or any other Engagement.

13.2. Either party may terminate this Agreement at any time, for any reason, upon 7 days written notice with effect from the 8th day from such notice. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions that by their terms are intended to survive termination, shall survive termination of this Agreement.

14. Dispute Resolution

14.1. Any and all disputes/differences or claims arising under this Agreement or out of or in connection with the execution, interpretation, performance, or non performance of this Agreement or any or all of the foregoing shall be solely and finally settled by arbitration under the Arbitration and Conciliation Act, 1996 (the "Arbitration Act"). All arbitration proceedings shall be conducted in the English language. The arbitration shall be conducted by a panel of 3 (three) arbitrators consisting of 1 (one) arbitrator appointed by Merchant, 1 (one) arbitrator appointed by Partner and the third arbitrator appointed by the aforesaid two appointed arbitrators (the "Arbitral Tribunal").

14.2. The award of the Arbitral Tribunal shall be final and binding on the Parties.

14.3. The arbitration proceedings shall be held in Chennai. Each Party shall co-operate in good faith to expedite, to the maximum extent practicable, the conduct of any arbitral proceedings commenced under this Agreement.

14.4. The costs and expenses of the arbitration, including, without limitation, the fees of the arbitration, and including, without limitation, the fees of the Arbitral Tribunal, shall be borne by the Parties for their respective parts.

15. General

15.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

15.2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the Republic of India without regard to any conflict of law. Any action to enforce this Agreement shall be brought in before the competent courts located in Chennai.

15.3. Unless otherwise stated, all notices, instructions and other communications for the purposes of this Agreement shall be sent via registered mail to Merchant's corporate registered office as provided below:

The Opal Orchard, Plot No. R - 41,
Flat No. 2, Ground Floor, 4th Street,
Golden Colony, Mogappair, Chennai,
Pincode: 600 050, Tamilnadu, India.

15.4. This Agreement may be executed in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.

15.5. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

15.6. Nothing contained in this Agreement shall constitute or be deemed to constitute a partnership between the Parties, and no Party shall hold himself out as an agent for the other Party, except with the express prior written consent of the other Party.

15.7. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same of any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

15.8. The Clause headings used in this Agreement are intended for convenience only and shall not be deemed to supersede or modify any provisions.

15.9. By checking the tick box, You hereby agree with the Terms and Conditions of this Master Agreement.