Revision Date: September 1, 2013

Play Submissions Helper / Teres Enterprises LLC Affiliate Agreement

Play Submissions Helper is a product of Teres Enterprises LLC. This agreement (the Agreement) is made between Teres Enterprises LLC (the Company), and you personally, as well as any organization or group you act on behalf of (Affiliate), (collectively, the Parties) for participation in the Companys affiliate program. In consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows: 1. Promotional Materials. Affiliate shall display hyperlinks (the Promotional Materials), whether embedded in text or graphics, on the Affiliates website, e-mail list, or in any other fashion. Such hyperlinks, when clicked on, shall take the user to the URL which is provided by Company via Customers personal page on www.PlaySubmissionsHelper.com. Affiliate shall display the Promotional Materials as prominently as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. 2. Use of Promotional Materials. Affiliate may only display the Promotional Materials for the purpose of promoting Companys website (and the products and services available thereon), and for linking to Companys website. 3. Compliance With Laws and Regulations. When discussing Companys products, or displaying the Promotional Materials, Affiliate agrees to comply with all applicable laws and regulations, including Federal Trade Commission regulations, including the requirement to prominently identify yourself as an affiliate on all pages where Affiliate places a link to Companys website. Affiliate shall not make any false or misleading claims. 4. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect. 5. Commissions. a. In exchange for Affiliates display of the Promotional Materials, and for Affiliate s compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the Commission) in the amount of a percentage of the purchase price of products sold to a user that accesses Companys website through Affiliates Promotional Materials, if: (a) the users web-browser has cookies turned on, and the user does not delete the relevant cookie before paying for Companys product, (b) the user makes his purchase within 1 month of clicking on Affiliates Promotional Materials, (c) the DAP tracking system installed by Company on PlaySubmissionsHelper.com credits the Affiliates account with the sale, AND (d) Company determines, in its sole discretion, that Affiliate shall be credited with such sale. The current commission percentage is 40%. This percentage is subject to change by the Company at any time, as per Method of Amendment section below. Affiliate will only be credited with a maximum of one purchase per user, no

matter how many times such user make a purchase from Company during users lifetime. No more than $500 will be paid to Affiliate in a given calendar year unless they send a signed W9 to CustomerService@literarysubmissionhelper.com.
b. Commissions are held for a maximum period of 2 months from any purchase to protect Company in the event of any refund that may occur, which shall be granted in Companys sole discretion. Affiliate will not earn any commission in respect of sales that are refunded. If Affiliate has already been paid a commission on a purchase that Company later refunds, the amount of such commission shall be deducted from future commission payments to Affiliate. c. In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement after such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate. 6. Affiliates Representations and Warranties. Affiliate represents and warrants the following: a. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement. b. Affiliates website does not contain any materials that are: i. Sexually explicit, obscene, or pornographic; ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); iii. Graphically violent, including any violent video game images; or iv. Solicitous of any unlawful behavior. c. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliates website. Nothing on Affiliates website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future. d. Affiliate will not use the Promotional Materials in any manner other than those set forth above. f. Affiliate will not register any domain name that incorporates Companys name, or that is confusingly similar to Companys name. g. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Companys website. 7. Indemnification. Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliates actions, including breach of Affiliates warranties set forth above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

8. Limit of Liability. In no event, including, without limitation, negligence, recklessness, or intentional conduct, shall the Company, its subsidiaries, affiliates, agents, officers, directors, employees, partners, members, or suppliers be liable to Affiliate or any third party, in an individual or corporate capacity, for any special, punitive, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, and on any theory of liability, arising out of or in connection with the participation in the affiliate program, or with any other activities. If Affiliate files a lawsuit or initiates an arbitration proceeding against Company, Affiliate agrees to pay to Company triple the amount of Companys legal costs and expenses, including all attorneys fees, regardless of which party prevails. Company makes no promises or representation to Affiliate, other than payment of duly earned commissioned, as described above. For example, Company makes no representation that it will continue to operate its website, continue to offer any products for sale, or continue this affiliate program. Company may change the retail (or actual purchase) price of its products at any time, without notification to Affiliate. Company may offer discounts to its retail price (thus lowering actual purchase price) at any time, without notifying Affiliate. 9. Arbitration. Without in any way limiting the operation of the Limitation of Liability clause above, it is hereby agreed that any controversy or claim arising out of this Agreement shall be settled by arbitration administered in New York City, pursuant to a single arbitrator arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Affiliate hereby agrees to waive any right to bring a court action or have a jury trial.
10. Confidentiality. Any information related to Company that Affiliate is exposed to, which information is not available to the general public, shall be considered to be Confidential Company Information. Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company. 11. Term. a. This Agreement shall take effect immediately upon Affiliates publication of the Promotional Materials in any way, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10. b. Either Party shall have the right to terminate this Agreement at any time and for any reason, or for no reason. No advance notice of termination is needed. 12. Taxes. Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliates relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate. 14. Method of acceptance. Affiliates use or publication of Promotional Materials constitutes acceptance of this agreement.

15. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. 16. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement. 17. Method of Amendment. Affiliate agrees that Company may amend the terms of this agreement by publishing a revised version of this agreement in the members section of PlaySubmissionsHelper.com. Affiliate agrees to check for revised versions before each new publication of Promotional Materials, and further agrees that if it continues to participate in the affiliate program, this shall constitute Affiliates acceptance of the updated agreement (including if Affiliate was not aware of the revision because Affiliate failed to check for revised versions). 18. Entire Agreement. This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.