This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Digucom Referral Program (the "Program"). As used in this Agreement, "we" means all participating companies identified as Digucom Referral Program Sponsors and "you" means the Program Member. "Website" means a World Wide Web Website and, depending on the context, refers either to a Digucom Website or to the Website that you will link to our Website as identified by you.

1. Program Enrollment
To enroll, you must submit the application through our Website. Digucom will evaluate your application in good faith and will notify you of your acceptance or rejection. At our sole discretion, Digucom may reject your application if we determine that your Website is unsuitable for the Program. Unsuitable Websites include those that:

• Promote sexually explicit materials
• Promote violence
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• Promote illegal activities
• Include "Digucom" or variations or misspellings thereof in their domain names
• Otherwise violate intellectual property rights
• If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your Website is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

2. Links on Your Website
Once you have been notified that your Website has been accepted into the Program, you will provide on your Website a button or graphic designed us and available for download on our Website. We hereby grant to you a nonexclusive, nontransferable, right to link to our Website solely for purposes of linking the your Website to our Website. You agree that you will link to our Website only through the your Website, and shall not link to the our Website through any other URL or mirrored Website without our prior written consent. In addition, you may not link to our Website by framing any portion of your Website around our Website. We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special referral id number to be used in all transactions referring to our Website. You will only earn referral fees with respect to activity on our Website occurring directly through use of this referral id. We will not be liable to you with respect to any failure by you to use your referral id, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

3. Order Processing
We will process Service orders placed by customers who enter your referral id on the service signup form. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments and cancellations, and handle customer service. We will track orders made to customers who purchase Services using your referral id.

4. Referral Fees
We will pay you (in accordance with the terms below) referral fees for certain Services sold to third parties. For a Services sale to be eligible to earn a referral fee, the customer must enter your referral id number, select and purchase the Services using our ordering and remit full payment to us. We will not pay referral fees on any Services that are purchased via our order forms where a customer did not enter your referral id number. You may not purchase Services using your referral id for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for Services to be used by you or your friends, relatives or in any manner thereof. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. Services that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Services." In addition, you may not directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or awarding of any benefits) for using your referral id number (e.g., by implementing any "rewards" program for persons or entities who use your referral id number). If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement.

5. Referral Fee Schedule
We will pay you 2% of the gross sales accomplished through the use of the referral id number from your Website to our Digucom Website, specifically, http://www.digucom.com.

6. Referral Fee Payment
We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned on our sales of Qualifying Services that were ordered during that quarter, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any calendar quarter are less than $50.00, we will hold those referral fees until the total amount due is at least $50.00 or (if earlier) until this Agreement is terminated. If a customer cancels a Service that generated a referral fee within 30 days, we will deduct the corresponding referral fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the referral fee.

7. Policies and Pricing
Customers who buy Services through this Program will be deemed to be customers of Digucom. Accordingly, all of Digucom's rules, policies, and operating procedures concerning customer orders, customer service, and Services will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Services sold under this Program in accordance with our own pricing policies. Service prices and availability may vary from time to time. Because price changes may affect Services that you already have listed on your Website, you may not include price information in your Services descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Services.

8. Identification as a Digucom Referral Member
We will make available to you a small graphic image that identifies your Website as a Program participant and member. You must display this logo or the phrase "In association with Digucom" somewhere on your Website. We may modify the text or graphic image of this notice from time to time. In addition, we encourage (but do not require) you to include a Special Link on your Website to the Digucom Referral home page at http://www.digucom.com/html/referralprogram.htm. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion.

9. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your Website as a Program participant and to assist in generating Service sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

10. Responsibility for Your Website
You will be solely responsible for the development, operation, and maintenance of your Website and for all materials that appear on your Website. For example, you will be solely responsible for:

The technical operation of your Website and all related equipment
Creating and posting Services descriptions on your Website and linking those descriptions to our catalog

The accuracy and appropriateness of materials posted on your Website (including, among other things, all Services-related materials)

Ensuring that materials posted on your Website do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)

Ensuring that materials posted on your Website are not libelous or otherwise illegal

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your Website.

11. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Website, all links to our Website, and all Digucom trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral fees on our sales of Qualifying Services occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

12. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Website. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Website or otherwise, that reasonably would contradict anything in this Section.

14. Indemnification
You agree that you shall indemnify and hold harmless Digucom from any and all loss, cost, expense, and damage on account of any and all manner of claims, demands, actions, suits, proceedings, judgments, costs and expenses that may be initiated against Digucom and Digucom's owners, officers, directors, and employees. You further agree to hold Digucom harmless from any dispute, which may arise from a breach of terms of this Contract or other negligent or improper actions of the Customer. Customer agrees to hold Digucom harmless from any claims and expenses, and will pay on behalf of Digucom all reasonable attorney's fees and court costs.

15. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of , profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

16. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any services sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

17. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

18. Confidentiality.
Each party to this Agreement acknowledges that certain information that it receives from the other party (the "Disclosing Party") will constitute the confidential and proprietary information of the Disclosing Party ("Confidential Information"), and agrees that it will take all reasonable steps to preserve the strict confidentiality of any such information; provided that such information in tangible form is clearly marked as confidential and oral disclosures are promptly confirmed as confidential in writing. The receiving party will safeguard the confidential information with the same degree of care that it uses to protect its own confidential information. Each party agrees to restrict its internal distribution of the other party's Confidential Information to its employees and agents who have a need to know, and to take such steps to ensure that its dissemination is so limited. For purposes of this Agreement, Confidential Information shall not include any information to the extent that such information (a) is presently, or subsequently becomes, generally available to the public without a wrongful act of the receiving party; (b) is information which the Disclosing Party agrees in writing may be disclosed without restriction; (c) is already known to the receiving party; (d) is developed independently by the receiving party without reference to any Confidential Information of the Disclosing Party; (e) is furnished by the Disclosing Party to a third party without restriction on disclosure; or (f) is disclosed pursuant to a court order.

19. Miscellaneous.
This Agreement shall be governed by the laws of the Commonwealth of Virginia, in the United States of America. Each party agrees that jurisdiction and venue for any and all claims, disputes or other matters arising out of the services provided herein and under this Agreement will only lie in Chesterfield County, Virginia. You may not assign this Agreement, by operation of law or otherwise, without our 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. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

20. Arbitration.
In the event a dispute or controversy arises out of or relating to this Agreement, such dispute or controversy (including contentions that a party is in default in performance of its obligations hereunder, but excluding questions as to the validity and binding effect of this Contract, which shall be conclusively presumed) shall be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award may be entered in any court of competent jurisdiction.