AllTheFood.com inc. Affiliate User Agreement

1. GENERAL

1.1 This Agreement shall govern our relationship with you in relation to the Affiliate Program for AllTheFood.com inc.

1.2 When you indicate your acceptance of these terms and conditions on the Affiliate Sign Up Form, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT

1.3 We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our Website. Any such modification will only take effect, 30 days after the date of posting or sending of any such notice (whichever is the earlier). It is your responsibility to visit the Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING SUCH 30 DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.

2. DEFINITIONS AND INTERPRETATION

In this Agreement, references to the following words shall have the meanings set out below:

2.1 "Account" means a uniquely assigned account that is created for a restaurant successfully registers with the Website, via your unique affiliate tracking number

2.2 "Affiliate Fee" is the amount due and payable to you, as calculated based solely on our system's data and in accordance with the terms of this Agreement and the Payment Plan.

2.3 "Affiliate Section" means the password-protected area of the Website that is accessible to you (by logging on with your affiliate identification number you are assigned by us when you sign up as a participant in the Affiliate Program and associated password) and which provides certain 'member only' functionality, including facilities to check relevant statistics, update your profile, create additional Trackers, select Banners and/or Text Links.

2.4 "Banners" and "Text Links " means the graphical artwork or text, which includes Trackers and RSS feeds which are made available by us on the Affiliate Section, that you may use to hyperlinks from your website (or other marketing materials) to the Website.

2.5 "Email Marketing Rules"means our rules for email marketing activities.

2.6 "Marketing Materials" means Banners and Text Links and any other marketing materials (which may include Our Marks) that have been provided or otherwise made available to you by us and/or pre-approved by us.

2.7 "Our Marks" means the word "AllTheFood," "AtKat" and/or any logo, mark, domain name or trade name which contains, is confusingly similar to or is comprised of the AllTheFood.com Inc. name and mark or any other name or mark owned from time to time by us or any company within the Group.

2.8 "Payment Plan" means the payment plan you have selected on the affiliate sign up form, whether: (i) a plan where we pay you based on a percentage of the monthly Gross Revenue generated by a restaurants monthly/yearly payments while you are an Affiliate ("Percentage Payment Plan") or (ii) any other plan offered in writing by us from time to time).

2.9 "Restaurant Owner(s) " means any person who has opened an Account through your affiliate identification number who has not held an Account with us before.

2.10 "Spam" means any email which you send which markets, promotes or which otherwise refers to us, the Website or our services from time to time, or which contains any Marketing Materials, Our Marks or affiliate identification number and which breaches our Email Marketing Rules.

2.11 "Term " means the period from the date that you acknowledge and accept the terms of this Agreement by indicating such acceptance on the Affiliate Sign Up Form, until such time as this Agreement expires or is terminated in accordance with its terms.

2.12 "Affiliate identification number (s)" means the unique Tracking URL that we provide exclusively to you, through which we track Restaurant owners payments on the Website and calculate Affiliate Fees.

2.13 "Tracking URL " means a unique hyperlink to the Website through which you refer potential restaurant or food related business owners to the Website. When the relevant business opens their Account, our system automatically logs the Tracking URL and records you as the Affiliate.

2.14 "Website(s)" means, the website located at the URL http://www.AllTheFood.com and at any URL with which we replace such URL from time to time (and such other web addresses including RSS feeds which are owned, operated or controlled by or on behalf of us from time to time and which make available such website) and each of its related pages.

2.15 In this Agreement (except where the context otherwise requires):

2.15.1 the clause headings are included for convenience only and shall not affect the interpretation of this Agreement;

2.15.2 any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

2.15.3 any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

2.15.4 a reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute; and

2.15.5 Any reference to a statute, statutory provision, subordinate legislation, code or guideline ("legislation") is a reference to such legislation as amended and in force from time to time and to any legislation which reenacts or consolidates (with or without modification) any such legislation.

3. TERMS & CONDITIONS

3.1 Identity and Disclosure. You shall provide true and complete information to us when completing the Affiliate sign up form and promptly update such information if all or any part of it changes. You shall also provide us with such other information as we may reasonably request from time to time.

3.2 Marketing Activities and Responsibilities. You shall market to and refer potential clients to the Website. You will be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not and shall not authorize, assist or encourage any third party to:

3.2.1 place Marketing Materials on any website or other medium where the content and/or material on such website or medium is libelous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in our sole discretion otherwise unsuitable;

3.2.2 breach the Emailing marketing rules;

3.2.3 Place Marketing Materials on any website or other medium, where the content and/or material on such website or medium:

(a) infringes any third party's Intellectual Property Rights;
(b) copies or resembles the Website in whole or in part;
(c) disparages us or otherwise damages our goodwill or reputation in any way;
popup windows or pop-under windows or interstitial) or Our Marks;

3.2.4 cause the Website (or any page thereof) to open in a visitor's browser other than as a result of the visitor clicking on Banners or Text Links contained in or as part of any Marketing Materials;

3.2.5 Attempt to communicate to our users to solicit them to move to any website not owned by us or for other purposes without our prior approval.
If We determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Fees and/or terminate this Agreement immediately on notice.

3.3 Approved Marketing Materials. In providing the marketing activities referred to in Section 3.2 , you shall only use the Marketing Materials. You shall not modify the Marketing Materials or Our Brands in any way without our prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our website or otherwise from time to time and any applicable laws. During the term of this Agreement, we grant you a terminable, non-exclusive, nontransferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement.

3.4 Competitive Marketing. You shall not market the Website and/or us or our services or Our Brands in any way whatsoever: (i) on any website on which we promote the Website; (ii) on or through any Internet search engine on or through which we promote the Website; and (iii) in any other manner which results in you competing with us in relation to the promotion of the Website or (iv) otherwise where we request that you cease the same.

3.5 Non Assignment. You acknowledge and agree that affiliate identification number are for your sole use and you shall not assign or sublicense (as appropriate) the Trackers nor any Affiliate Fees to any third party without our prior written consent.

3.6 Commercial Use Only. This marketing opportunity is for commercial use only. You shall not register as restaurant owner or food related business through your affiliate identification number (s) for your own personal use and/or the use of your relatives, friends, employees, servants, agents or advisors, or otherwise attempt to artificially increase the Affiliate Fees payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.

3.7 Restaurant owner Information. We reserve the right to refuse service to any potential client and to close the Account of any food related business owner, at any time, in our sole discretion. All data relating to the participating business shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our express written instructions.

4. Reports & Payments

4.1 Reports. We will track and report participants activity for purposes of calculating your Affiliate Fees. The form, content and frequency of the reports may vary from time to time in our sole discretion. Generally, you will receive a monthly report with your payment indicating the number of new businesses signed up that month per Tracker and/or the total amount due to you after any deductions or set offs that we are entitled to make under this Agreement. In addition, daily reports will be available online for you to view new clients per Tracker.

4.2 Affiliate Fees. Subject to Section 4.4 below, Affiliate Fees will be paid to you on a calendar month basis in accordance with the Payment Plan we have approved by email after you have completed the registration process and/or where we have activated additional Trackers. We may elect not to accept your selected payment plan and we may convert any payment plan and any associated Trackers provided hereunder from a Percentage Share Payment Plan, on notice to you by email using the email address you provide when you sign up as an Affiliate.

4.3 Minimum Payment and Time of Payment. Affiliate Fees will be paid and sent out to you within fifteen (15) days of the close of each calendar month, except that, if the total amount due for all Trackers is less than or equal to US $50, due to the costs and resources involved in administering the program and processing payments hereunder, the balance will be carried over and added to the next month's Affiliate Fees until the total amount is more than US $50. Further, if the amount due is negative in any particular month, then that negative amount will carry over and be deducted against the following month. In the event, the balance carried over does not exceed US $50 within a consecutive three (3) month period, then the amount due will be voided and canceled, and this Agreement will automatically terminate.

4.4 Holdover for Fraud Traffic. In the event we suspect any Fraud Traffic, then we may delay payment of the Affiliate Fees to you for up to one hundred and eighty (180) days while we investigate and verify the relevant transactions. We are not obligated to pay Affiliate Fees in respect of Players who, in our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in our sole discretion we may: (i) pay the Affiliate Fees in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) your future Affiliate Fees in respect of Fraud Traffic will be forfeited (as appropriate).

4.5 Method of Payment. All payments will be due and payable in United States Dollars or such other currency as we will determine. Payment will be made by check, wire, ACH or any other method as we in our sole discretion decide; however we will use reasonable endeavors to accommodate your preferred payment method. Charges for wires or courier charges for checks will be covered by you and deducted from your Affiliate Fees. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies to your bank account.

4.6 New Clients. You understand and agree that potential clients must link through using your Tracker in order for you to receive Affiliate Fees. In no event, are we liable for your failure to use Trackers or for potential clients' failure to properly enter valid Sign Up Codes. Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and reporting format. We reserve the right to render any clients that become inactive (meaning that they make no payments) for any period of 30 days or more invalid as clients for the purpose of any Affiliate Fees due to you hereunder to the extent that they become active again after such 30 day period.

4.8 Disputes. If you disagree with the monthly reports or amount payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be received within thirty (30) days of our making available your monthly report or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Further, deposit of payment check, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement of Affiliate Fees due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Affiliate Fees we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.

5. TERM AND TERMINATION

5.1 Term and Termination. This Agreement will take effect when you indicate your acceptance of these terms and conditions on the Affiliate sign up form and continue until terminated in accordance with the terms of this Agreement.

5.2 Termination By You. You may terminate this Agreement, with or without cause, immediately upon written notice to us which you may send by email to affiliates@AllTheFood.com marked "Termination".

5.3 Termination By Us. We may terminate this Agreement, without cause at any time, upon written notice to you which we may send by email to such email address you have provided to us or by fax to such fax number you may have provided to us. In the event we terminate, we shall be entitled to automatically render such Trackers inoperative.

5.4 Automatic Termination without notice. This Agreement shall be deemed automatically terminated without notice where:

a. The total cumulative balance of Affiliate Fees due to you is less than $50 for three (4) consecutive calendar months; or
b. You do not have any clients, business or restaurant owners who qualify as such in any sixty (90) day period.

5.5 Effect of Termination. The following will apply where we terminate:

a. You shall stop promoting the Website and all rights and licenses given to you under this Agreement will terminate immediately;
b. You shall return all confidential information and cease use of any of Our Marks and the Marketing Materials;
c. We may leave open, redirect or deactivate any affiliate identification number in our sole discretion without any obligation to pay you for new businesses who subsequently become AllTheFood.com inc. members;
d. Provided that we have paid or do pay to you such sums as are due at the date of termination which shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums.

6. LIABILITIES

6.1 No Warranties. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE PROGRAM, OUR WEBSITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR WEBSITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.

6.2 Liability Limitations. Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Website other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable hereunder over the previous twelve months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.

6.4 Indemnification. You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of this Agreement.

6.5 Set off. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of this Agreement.

7. INDEPENDENT INVESTIGATION

7.1 Independent Investigation. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE WEBSITE.

8. MISCELLANEOUS

8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on the Affiliate Sign Up Form (or as subsequently updated by you to us in the event of change), and to us at affiliates@AllTheFood.com

8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.

8.3 Non-Exclusive. You understand that we may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to you in this Agreement and that such Affiliates may be similar, and even competitive, to you. You understand that we may redirect traffic and users from the Website to any other website that we deem appropriate in our sole discretion, without any additional compensation to you.

8.4 Confidentiality and Non Disclosure. As an Affiliate, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).

8.5 Press. You may not issue any press release with respect to this Agreement, Our Brands or your participation in this Affiliate Program without our prior written consent, except as required by law or by any legal or regulatory authority.

8.6 Assignment. Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sublicense or deal in any other manner with this Agreement or any rights under this Agreement, or subcontract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

8.7 Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.

8.9 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.

8.10 Default Interest. Subject to Section 6.5 , if we fail to pay you by the due date any amount payable by us under this Agreement, you shall be entitled but not obliged to charge us interest on the overdue amount.

AllTheFood.com Inc.