GLOBAL FUNDING ALLIANCE, Ltd

 THIS AGREEMENT was made between GLOBAL FUNDING ALLIANCE, Ltd. / GlobalFundingAlliance.co.uk (“SITE” “we/us/our”), and the Affiliate Member Affiliate submitting this Application, (“Affiliate” or “you/your”), on the date the online Application Form is submitted to and approved by the SITE.

[ Electronic Signature Provision: By accessing, using, viewing, reading, printing, installing, or downloading any material from the SITE, or becoming an affiliate member to the SITE, you agree to be bound by these Terms and Conditions. This Agreement is intended to be governed by the Electronic Signatures in Global and National Commerce Act (E-Sign Act). You manifest your agreement to these Terms and Conditions by any act demonstrating your assent thereto, including clicking any button containing the words “I agree” or similar syntax. You may submit a paper copy of this transaction and print this form for your personal records. You have the right to withdraw your consent to use the E-Sign Act by emailing us. Your consent to use the E-Sign Act is limited to providing the information on this form. Access to this electronic record requires a simple browser program such as Internet ExplorerTM or NetscapeTM and a computer. The terms and conditions of this Agreement are subject to change by the SITE at any time in its discretion. You will be provided reasonable notice of any such changes. Notice of any change by e-mail, to your address on our records, or by posting the changes on the SITE, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect forty-eight (48) hours after the SITE serves notice as provided above, unless the SITE indicates otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Any continued performance under this Agreement, following our posting of a change notice or new agreement on our SITE, shall constitute confirmation of Affiliate’s acknowledgement and assent to any such modifications. Please consult this Agreement as posted on SITE regularly and read them carefully before using the SITE. You affirm that you have read this Agreement and understand, agree and consent to its Terms and Conditions. ]

You are solely responsible for obtaining access to the SITE and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the SITE (i.e., computers, modems, and software, including the most recent versions of Internet browsers, applications, and plug-ins).

W I T N E S S:

WHEREAS, SITE has developed an Affiliate Membership Program (“Program”) for its Web site, www.globalfundingalliance.co.uk, (hereinafter the “Web site” or “SITE”), and intends to market its services and products through this Affiliate Program; WHEREAS, Affiliate desires to join and enter the Program, subject to the terms and conditions stated herein; and, WHEREAS, SITE and Affiliate have determined that it is in their respective interests to enter into this Agreement.

NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, SITE and Affiliate hereby agree as follows:

1. GRANT OF LICENSE AND AFFILIATE’S CONTENT
SITE agrees to provide access to, and membership in, the Program to Affiliate and to provide Affiliate with the ability to market, advertise and promote certain marketing content and images (e.g., text and banner advertisements) and other promotional materials (hereinafter, “Materials”) that are associated with the Program from time to time, and hereby grants a non-exclusive, restricted, revocable license to use such Materials solely for the purposes set forth in this Agreement. The SITE reserves the unequivocal right to select, alter, delete, add to, or remove any and all Materials for use by Affiliate. SITE’s Materials may not be used in violation of any term contained in this Agreement. Affiliate’s license to use the Materials shall automatically terminate, and all such rights shall automatically revert to SITE upon cancellation of the Affiliate’s membership or withdrawal from the Program by the Affiliate. Affiliate may not copy, reproduce, alter, modify, change, broadcast, distribute, transmit, disseminate, sell or offer for sale in any manner, the Materials at any time anywhere in the world except as expressly authorized by the SITE in writing. Upon acceptance into the Program, SITE will begin providing users with the information and Materials necessary to participate in the Program. Logos, graphics or text may be created by the Affiliate, with SITE’s permission. Any restrictions provided by the SITE with the transmission of the Materials shall be deemed incorporated into this agreement, and made a part hereof. Affiliate agrees to abide by any such restrictions on the use, dissemination or display of the Materials set forth by the SITE. The SITE reserves the right to require any text, online agreement, documents, notices, disclaimers, or age verification devices that may be necessary or desirable to protect the SITE’s or the Affiliate’s legal or proprietary interests. The Affiliate shall be solely responsible for all content available on or through its website used to promote any content in the SITE’s network, and operation of such promotional website shall at all times be subject to the terms of this Agreement. Affiliate further warrants that its website does not and will not infringe upon, or contain any content that infringes upon, the rights of third parties, nor does it violate any intellectual property rights of, or otherwise violate any applicable law, rule or regulation. SITE shall have no obligations with respect to the content available on or through any participating promotional website, including but not limited to, any duty to review or monitor any content found on such website. For avoidance of doubt, Affiliate is solely responsible for the content on Affiliate’s website. SITE owns the rights to any and all content and Materials located on Affiliate’s site, whether or not provided by SITE. As more fully described infra, SITE shall remain the owner of all intellectual property rights pertaining to the Materials, which may be licensed from third party content producers. Any and all derivative works generated by Affiliate shall inure to the benefit of the SITE, which shall be considered the owner or license holder of such derivative works, to the greatest extent permitted by law.

2. ENROLLMENT PROCEDURE
To begin the enrollment procedure, you must submit a completed SITE Affiliate Registration Form through our Signup page located at: http://www.globalfundingalliance.co.uk/affiliate. When you sign up, you must provide a valid email address.  Failure to do so will result in your account being deleted. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We reserve the discretion to accept or reject applications for any reason including, but not limited to 1) if unlawful content appears on your SITE; 2) if your SITE violates our Acceptable Use Policy found in this Agreement; 3) if your SITE promotes or facilitates illegal activity, or violates the rights of others such as copyright, trademark, rights of publicity, patent rights, privacy rights, or other intellectual property infringement; 4) if you encourage password theft or hacking; 5) if your SITE does not receive a sufficient number of unique hits; or 6) if SITE deems your application or SITE to be unsuitable for any reason whatsoever.

3. TERM
This Agreement and the provisions hereof, shall be in full force and effect commencing on the date accepted by SITE and continuing until terminated by either of the parties in accordance with the Termination provisions set forth infra.

4. COMPENSATION AND BENEFITS
The SITE offers an affiliate program, which is defined and described at http://www.globalfundingalliance.co.uk/affiliate, for its Affiliate agents.

The SITE pays five dollars (US$ 5.00) for each complete and confirmed merchant client "inquiry" item as found at the site through its "inquiry" channel, twenty dollars (US$ 20.00) for each complete and confirmed merchant client "pre-application" item as found at the site through its "pre-application" channel.

The SITE will pay a quarterly bonus of one thousand dollars (US$ 1,000.00) to an affiliate that produces in excess of any combination of confirmed "inquiries" or confirmed "pre-applications" that exceed, combined, one hundred such items.

The SITE will then pay after approval and installation of the merchant client by the SITE at the end of the first month of payment processing by each such merchant client referred by the affiliate to the site through either of the two aforementioned channels, the sum of one hundred fifty dollars (US$ 150.00)

A confirmed merchant client "inquiry" or "pre-application is defined as a prospective merchant client entering the SITE and effecting a website based "inquiry" or "pre-application" form with valid data and information being provided in all required fields for the purpose and intent of securing the payment processing services offered by SITE; followed by a successful verification contact with the prospective merchant client by either phone or EMail.

5. IMPLEMENTATION
SITE and Affiliate acknowledge that “time is of the essence” in the commencement of this Agreement. SITE will devote all commercially reasonable efforts to provide Affiliate with all necessary content, links, script and promotional Materials as soon as reasonably possible.

6. AFFILIATE PAYMENT DISBURSEMENT
SITE will pay to affiliates those earned fees and bonuses applicable during a period on the 15th of each month providing the aggregate amount of all compensation exceeds five hundred dollars (US$ 500.00).  Any payment representing applicable compensation for less than five hundred dollars ($US 500.00) will be held until such time as the aggregate held applicable compensation exceeds five hundred dollars ($US 500.00). 

7. REPRESENTATIONS AND WARRANTIES
Affiliate warrants that Affiliate is the sole owner of any and all necessary rights, title and interest to the content not provided by SITE, but contained or displayed on the Affiliate’s website such as text, images, logos, graphics and functional elements. Affiliate further warrants that such content complies with this Agreement, and that such content is free of claims to the content by third parties. Affiliate further warrants that Affiliate is at least eighteen (18) years of age or over the age of majority if Affiliate resides and/or conducts business in states, provinces or countries where the age of majority is greater than eighteen (18) years, and can submit proof of age upon request by SITE. Affiliate may not participate in the Program in any way if they are not of the age of majority in the state, province or country where Affiliate resides and/or conducts business. Affiliate represents and warrants that the execution, delivery and performance of this Agreement by Affiliate is within Affiliate’s legal capacity and power, has been duly authorized by all requisite action, does not require the approval or consent of any other persons, and neither violates nor constitutes a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which Affiliate is the subject or which is binding upon the Affiliate, or (ii) the terms of any other agreement, document or instrument applicable to or binding upon the Affiliate. Affiliate represents and warrants that Affiliate owns or is otherwise entitled to contract on behalf of the entity that owns the rights to Affiliate’s website. Finally, Affiliate represents that Affiliate’s website is in full compliance with all applicable laws and regulations within the province, state, country, or territory within which affiliate is domiciled. The SITE makes no representations or warranties other than those specifically contained herein, and specifically disclaims any implied warranties, including merchantability or fitness for a particular purpose.

8. ACCEPTABLE USE POLICY FOR AFFILIATES
Affiliate agrees to be bound by the following general policies in connection with all content with which the SITE’s promotional materials, links or logos are associated:

* Illegal content is strictly forbidden. Illegal content includes, but is not limited to: child pornography, incest, warez content, scat, coffins, defecation, urination, genital mutilation, sacrilegious, teen modeling, actual or simulated rape, sexual violence, menstruation, obscenity, bestiality, threats of physical harm to persons or property, programs containing viruses, pirated software, wire fraud, drug trafficking, and/or violations of international export control laws. Any hits directed from websites containing illegal content or obscene material will be immediately terminated.

* SITE reserves the right to review and/or reject any content affiliation created by Affiliate.

* No traffic is allowed from websites that contain Content that constitutes an infringement, misappropriation or violation of any person’s intellectual property rights such as copyrights, trademark rights, right of publicity, patent rights, personal property rights, privacy rights or other rights.

* SITE may not be promoted on any website that encourages password trading or hacking.

* Affiliate may not attempt to cheat, defraud or mislead SITE in any way.

* Any fraudulent, deceptive or unfair transactions or trade practices are strictly forbidden. The Affiliate agrees to fully comply with the United States Federal Trade Commission (“FTC”) statutes and regulations (if Affiliate does business in the United States or with United States based customers), and any related rules, policies, and advisory opinions issued by the FTC.

* Affiliate shall not engage in any activities that may be harmful to the reputation, image, goodwill or reputation of SITE.

* Violation of the restricted non-exclusive license provided in this Agreement is prohibited.

* Affiliate may not use SITE’s Materials or images to promote other websites.

* Affiliate may not circumvent, or attempt to circumvent, the access screen requiring users to enter their birth date and requiring agreement to the SITE’s Terms and Conditions.

* SITE enforces a strict, zero tolerance policy with respect to child pornography. No SITE may use models under the age of eighteen (18) or suggest that its models are under the age of eighteen (18), either through text or other implication. Any Affiliate suspected of violating this zero tolerance provision shall be terminated from the Program. If Affiliate sends hits from any website containing CHILD PORNOGRAPHY, Affiliate’s account will be deleted and all monies will be forfeited.

* Affiliate’s website must contain all information required by 18 U.S.C. §2257.

* Affiliates may not “hotlink” to any of SITE’s images, banners, and/or graphics.

* Affiliates may not solicit or permit any minor to become a customer of the Websites.

* Affiliate may not harvest or otherwise collect information about others, including but not limited to e-mail addresses, except as needed to operate Affiliate SITE and as permitted in Affiliate website’s privacy policy (if any);

* Affiliates agree to indemnify and hold SITE harmless from any and all liabilities, claims, damages (including attorney’s fees), threatened or incurred as a result of Affiliate’s activities.

* SITE shall retain the discretion to interpret, modify, terminate and/or enforce any of the general policies for Affiliates in the SITE’s sole discretion.

Suspected violation of any of the General Policies may result in termination from the Program, and forfeiture of any future commissions or payments; whether earned or unearned.

9. PROMOTIONAL RESTRICTIONS AND NO EMAIL SOLICITATIONS
Affiliate may use any reasonable promotional tool desired, with the following exceptions:
A. NO EMAIL SOLICITATIONS OF ANY KIND. We will not accept, under any circumstances, any referrals that are obtained, directly or indirectly, from email promotions or email marketing, whether or not such email promotions comply with the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the "Act"). Any breach of this restriction will result in your immediate termination from the Program and forfeiture of any further commissions or payments, whether or not such commissions or payments are attributable to email marketing of the Program. SPAM. NO spamming of ANY kind is allowed to the SITE, including IRC. The Affiliate agrees not to use the facilities and capabilities of SITE to solicit the performance of any activity that is prohibited by the CAN-SPAM Act dealing with illegal distribution of Unsolicited Commercial Bulk Email (“UCBE”), commonly known as “spam," nor shall Affiliate forge or use without authorization, any mail header information. Affiliate agrees to the SITE’s Spam Policy, which is hereby incorporated by reference. Any breach of the SITE’s Spam Policy may result in immediate termination from the Program and forfeiture of any further commissions or payments.

B. NO DECEPTIVE ADVERTISING. All forms of deceptive or unfair advertising are prohibited. Any Affiliate who is uncertain as to the requirements of federal advertising law should obtain legal advice before engaging in any promotion. More information about deceptive trade practices can be found here: www.FTC.gov.

C. By checking the box below indicating you agree to the conditions outlined herein, by clicking the "Submit Info" on our sign-up form and by supplying the SITE(S) with the required information, you acknowledge and agree that you have clicked on the link in this Paragraph 10C and that you will comply with the Order by adhering to the No E-Mail Solicitations Of Any Kind restrictions set forth in this Paragraph 10. FTC order.

10. METATAGS
Affiliate agrees not to utilize any false, misleading or infringing metatags tied to the Affiliate’s SITE. In addition, Affiliate agrees not to utilize any metatags that would imply or suggest that underage or illegal content may be found on the submitted SITE.

11. CONFIDENTIALITY AND PRIVACY POLICY
A. “Confidential Information” shall mean any confidential technical data, trade secret, intellectual property, know-how or other confidential information disclosed by any Party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing party as “Confidential” or “Proprietary.” If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced to writing and delivered to the receiving party within ten (10) days of such disclosure.

B. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party at the same time of disclosure or becomes known to the receiving party without breach of this Agreement; (ii) is or become publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiary; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon a prior written consent of the disclosing party; and (vii) is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.

C. The receiving party agrees that it will not disclose any Confidential Information to any third party and will not use Confidential Information of the disclosing party for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of five (5) years thereafter, without the prior written consent of the disclosing party. The receiving party further agrees that Confidential Information shall remain the sole property of the disclosing party and that it will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees. The disclosing party shall grant no license to the receiving party with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.

D. Upon the request of the disclosing party, the receiving party will promptly return all Confidential Information furnished hereunder and all copies thereof.

E. The Parties agree that all publicity and public announcements concerning the formation and existence of this Agreement shall be jointly planned and coordinated by and among the Parties. Neither party shall disclose any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas or directives of a court, government or governmental agency, after giving prior notice to the other party.

F. If a party breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential Information hereunder, the non-breaching party shall be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages notwithstanding anything to the contrary to the contrary contained herein.

G. Except as otherwise set forth in this Agreement, SITE shall be entitled to make any public statement, press release or other announcement relating to the website without the prior written approval of Affiliate.

H. SITE honors the privacy of its Affiliate’s personal information. Our Privacy Policy is hereby incorporated by reference. For more information on our Privacy Policy, please contact us.

12. INTELLECTUAL PROPERTY RIGHTS
A. Ownership. As between the parties, Affiliate acknowledges and agrees that all rights, title and interests in and to the content, Materials and all intellectual property rights therein and thereto (including all United States and foreign patents, patent applications, registered and common law trademarks and service marks and any applications thereof, trade secrets, know-how, copyrights, and rights of publicity and any other proprietary rights therein and thereto) are the sole and exclusive property of SITE, or have been licensed to the SITE by third party content producers, and Affiliate gains no right, title or interest in and to such materials by virtue of this Agreement other than the limited, non-exclusive license granted above. The SITE shall be entitled to register any works that it has authored, or which are assigned to SITE pursuant to this Agreement, with the U.S. Copyright Office.

B. The parties agree that: (i) each party’s marks are and shall remain the sole property of that party; (ii) nothing in this Agreement shall convey to either party any right of ownership in the party’s marks; (iii) neither party shall now or in the future contest the validity of the other party’s marks; and (iv) neither party shall in any manner take any action that would impair the value of, or goodwill associated with, such marks. The parties acknowledge and agree that all use of the other party’s marks by a party shall inure to the benefit of the party whose marks are being used.

C. Each party hereby grants the other party, during the term of this Agreement, a non-exclusive, non-transferable license to use that party’s trade names, trademarks, service names, copyrights, and similar proprietary marks as is reasonably necessary to perform its obligations under this Agreement, provided, however, that any promotional materials containing a party’s proprietary marks will be subject to that party’s prior, written approval.

D. Each party agrees not to use the other party’s proprietary marks in a manner that disparages the other party or its products or services, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party will comply with the other party’s requests as to the use of the other party’s proprietary marks and will avoid any action that diminishes the value of such marks. Each party’s unauthorized use of the other’s proprietary marks is strictly prohibited.

E. At any time, SITE may, at its sole discretion, require a copy of any and all legal documentation showing rightful ownership, or licensed distribution for any item displayed on the Affiliate’s website so as to resolve any copyright or other legal claims that may arise. If Affiliate is unable to provide ownership or licensing information to the complaining party and/or SITE, then Affiliate must remove the objectionable material, or face having the applicable pages taken down by SITE.

13. TERMINATION
The following termination rights are an addition to the termination rights that may be provided elsewhere in this Agreement:

A. SITE’s Right to Terminate: SITE shall have the right to terminate this Agreement at will at anytime, upon written notice. All unpaid compensation shall be paid within sixty (60) days. In the event that SITE terminates this Agreement due to a breach of any provision by Affiliate, Affiliate shall not be entitled to receive any further compensation or payments, including compensation earned prior to the date of termination. SITE also reserves the right to block any Affiliate site that violates any of the above-stated terms, or which, in SITE’s sole discretion, it deems objectionable or offensive, or otherwise violates a law or term of this Agreement. Terminated Affiliate accounts cannot reapply to the Program without the SITE’s express written consent. Should any law enforcement agency, Internet service provider, or other person or entity provide SITE with notice that Affiliate or Affiliate’s SITE has engaged in transmission of unsolicited e-mails or has otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities, including but not limited to disclosure of your account information in connection therewith.

B. Affiliate’s Right to Terminate: Affiliate shall have the right to terminate this Agreement upon providing thirty (30) days written notice at which time the SITE will pay all earned compensation within Sixty (60) days.

14. DISCLAIMERS
Affiliate shall remain solely responsible for the operation of its own SITE, and SITE shall remain solely responsible for operation of the Program. SITE has no responsibility for the development, content, operation and maintenance of Affiliate’s SITE, or for any Materials that appear on Affiliate’s SITE. Each party acknowledges that the other’s SITE may be subject to temporary shutdowns dues to causes beyond the operating party’s reasonable control.

15. NO WARRANTIES
AFFILIATE EXPRESSLY AGREES THAT AFFILIATE’S USE OF THE SERVICES IS AT AFFILIATE SOLE AND EXCLUSIVE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS, WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. SITE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. SITE MAKES NO WARRANTY THAT THE SERVICES WILL MEET AFFILIATE REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES SITE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN ANY SOFTWARE, HARDWARE OR THE SERVICES WILL BE CORRECTED. AFFILIATE UNDERSTANDS AND AGREES THAT ANY USE AFFILIATE MAKES OF ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT AFFILIATE’S OWN DISCRETION AND RISK, AND THAT AFFILIATE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO AFFILIATE’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

16. INDEMNIFICATION
Affiliate agrees to defend, indemnify, defend, and hold SITE and its affiliates, successors, assigns, officers, employees, agents, directors, shareholders and attorneys, harmless from and against any and all claims and liabilities, including reasonable attorneys’ and experts’ fees, related to or arising from (a) any breach of Affiliate’s covenants under this Agreement; (b) Affiliate’s use (or misuse) of the Services; (c) all conduct and activities occurring under Affiliate’s user ID and password; (d) any item or service sold or advertised in connection with Affiliate Content or Affiliate’s information and data; (e) any defamatory, libelous or illegal material contained within Affiliate Content or Affiliate’s information and data; (f) any claim or contention that Affiliate Content or Affiliate’s information and data infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of privacy or publicity; (g) third party access or use of Affiliate Content or Affiliate’s information and data; (h) any claim related to Affiliate’s website; or (i) any violation of this Agreement. SITE reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from Affiliate, but shall have no obligation to do so. Affiliate shall not settle any such claim or liability without the prior written consent of SITE, which shall not be unreasonably withheld. The Affiliate understands that SITE will take drastic measures to protect itself from any legal or civil litigation including, but not limited to, removing an Affiliate’s web page(s) or SITE(s) from its servers for any reason deemed appropriate by SITE. Affiliate also understands that SITE will charge, on an hourly basis, for any and all time spent responding to any third party complaints, disputes, copyright claims or actions involving Affiliate or Affiliate’s web sites.

17. RELATIONSHIP OF THE PARTIES
The relationship between SITE and Affiliate under this Agreement is that of independent contractors and neither shall be, nor represent themselves to be, a partner, franchiser, franchisee, broker, employee, servant, agent, or representative of the other for any purpose whatsoever. No party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another party or to bind another in any manner or thing whatsoever.

18. FORCE MAJEURE
Neither party will be held liable for, or will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence, including but not limited to acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, net congestion, or any failure of a computer, server or software, including Y2K errors or omissions.

19. NOTICE AND PAYMENT
A. Any notice or payment required to be given under this Agreement may be provided by email to a functioning email address of the party to be noticed, or personal delivery by commercial carrier such as FedEx or Airborne.

For notice to SITE:
John Mason, CEO
GLOBAL FUNDING ALLIANCE, Ltd.
Zurich Tower
Muzenstraat 89
2511WB, The Hague, Holland
+31 . 70 . 426 . 2297, Direct
+1 . 786 . 999 . 0289, Facsimile
johnmason@globalfundingalliance.co.uk, EMail

For notice to Affiliate:
The contact, address, and information provided at sign-up unless otherwise and subsequently changed in writing by notice to SITE at the address referenced immediately above.

B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

C. When Notice is Effective.  Notices shall be deemed effective upon delivery.  Notices delivered by overnight carrier (e.g., United States Express Mail or Federal Express) shall be deemed delivered on the business day following mailing.  Notices mailed by United States Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing.  Notices delivered by any other method shall be deemed given upon receipt.  Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are delivered one (1) hour after transmission if sent during the recipient's business hours, or 9:00 a.m. (recipient's time) the next business day.  Either Party may, by giving the other Party appropriate written notice, change the designated address, fax number and/or recipient for any notice or courtesy copy, hereunder.

D. Any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the Party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server, or overnight delivery service.

20. JURISDICTION/DISPUTES
This Agreement and all matters arising out of or otherwise relating to these terms and conditions shall be governed by the laws of the UNITED KINGDOM excluding its conflict of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms and Conditions. The parties hereby submit to the personal jurisdiction of the courts of Her Majesty of the United Kingdom for resolution of all disputes. Exclusive venue for any litigation permitted under this Agreement shall be within the courts of Her Majesty of the United Kingdom.

21. AGREEMENT BINDING ON SUCCESSORS
The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective heirs, administrators, and successors.

22. ASSIGNABILITY
Neither party may assign this Agreement or the rights and obligations hereunder to any third party without the prior express written approval of the other party, which shall not be unreasonably withheld.

23. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

24. SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.

25. INTEGRATION
Except where stated to the contrary herein, this Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may conflict with this Agreement.

26. ATTORNEYS FEES
In the event any Party shall commence any claims, suits, or formal legal action to interpret and/or enforce the terms and conditions of this Agreement, or relating in any way to this Agreement, including without limitation asserted breaches of representations and warranties, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorney’s fees and costs incurred in connection therewith, including attorney’s fees incurred on appeal.

27. DISCLAIMER
Other than those set forth herein, the parties make no other warranties or representations including warranties of merchantability or fitness for a particular purpose. Neither party represents the other. Both parties have had an opportunity to seek legal counsel of their choice.

28. BINDING AGREEMENT
The parties acknowledge the legally binding nature of this Agreement. By checking the box next to the “I agree to the conditions outlined in the terms of service agreement,” and clicking the “Submit Info” button on the signup form on the following web page: http://www.globalfundingalliance.co.uk/affiliate and by supplying the SITE with all the required information to sign up to the SITE’s Program, you are acknowledging and affirmatively stating that you have read and understand the terms set forth herein and that you agree to be bound by the terms and conditions hereof. You hereby adopt the /s/ mark appearing on the signature line below, as your electronic signature on this document.