AIWIN CORPORATION EBIZ AFFILIATE AGREEMENT

This eBiz Affiliate Agreement (the "Agreement") is entered into by and between AiWin Corporation ("AiWin"), with its principal place of business at Aiwin Corporation: Unit B, 8/F., Eastern Flower Centre, 22-24 Cameron Road, Tsimshatsui, Kowloon, Hong Kong, and You ("eBiz Affiliate"). Any reference herein to the "Parties" will be a collective reference to AiWin and eBiz Affiliate.

BACKGROUND

AiWin Corporation (“AiWin”) is an e-marketing application service provider and the operator of the AiWin.com Website. AiWin has established an eBiz Affiliate marketing network comprised of marketing eBiz Affiliates (as defined below) to promote products and services offered by AiWin.com and/or Network Subscribers. eBiz Affiliate wishes to become a marketing eBiz Affiliate in order to promote various products and services offered by AiWin.com.

In consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, intending to be legally bound, agree as follows:

DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings:

“eBiz Affiliate” means any website operator, retailer, kiosk operator, e-marketing company, telemarketer, or operator of other e-marketing campaigns that has entered into an agreement with AiWin.com pursuant to which AiWin.com compensates the eBiz Affiliate for transactions resulting from business directed to the AiWin.com Website by the eBiz Affiliate.

“eBiz Affiliate Site” means the website operated by eBiz Affiliate.

“Customer” means an individual user who submits a Request to or through the AiWin.com Website as the sole and direct result of eBiz Affiliate's marketing activities under this Agreement.

“AiWin.com Website” means the website operated by AiWin Corporation, which is located at the URL www.AiWin.com.

“Hyperlink” means text or images on a web page that a visitor to a website can click on to access or connect to another web page or website.

"Intellectual Property" has the meaning assigned to it in Section 5.1

“Request” means an order or valid inquiry from a Customer, generated by eBiz Affiliate under this Agreement and delivered or AiWin.com, for a Product or Service provided or performed by a Network Subscriber or AiWin.com, containing the specific information required by the entity to which the Request is delivered.

“Channel” means any sales and marketing channel or network now or later established and maintained by AiWin.com or a corporate partner of AiWin.com

“Network Link” means any Hyperlink and related code that AiWin.com provides to eBiz Affiliate for eBiz Affiliate to insert into pages on the eBiz Affiliate Site to facilitate connection from the eBiz Affiliate Site to the AiWin.com Network and to identify eBiz Affiliate Leads.

“eBiz Affiliate Program” means the program pursuant to which AiWin.com compensates eBiz Affiliates for Requests or Transactions resulting from valid inquiries that AiWin.com receives from the eBiz Affiliate and/or Customer whom is referred by eBiz Affiliate under a “eBiz Affiliate Agreement” or similar agreement.

“On-line Application” means AiWin.com's form of application, accessible only through the AiWin.com Website and/or eBiz Affiliate Website, that AiWin.com requires potential eBiz Affiliates to complete before considering them for membership in the eBiz Affiliate Program, as amended from time to time.

“Products” means those AiWin.com's products and services delivered from relative production website(s), access to which an eBiz Affiliate offers visitors to its website from time to time under this Agreement, as described more fully in Section 2.1 of this Agreement.

“Term” means the term of this Agreement, as set forth in Article 7 of this Agreement.

“Transaction” means a valid inquiry about, or a closed sale of, a product or service that AiWin.com makes to a consumer whose Request was submitted to the AiWin.com via the eBiz Affiliate Website pursuant to a “eBiz Affiliate Agreement” or similar agreement, or directly to AiWin.com.

1. EFFECTIVE MEMBERSHIP

1.1 Membership. To become an eBiz Affiliate, eBiz Affiliate must (a) complete, execute and deliver to AiWin.com the On-line Application, and this Agreement, and (b) receive written notification of approval from AiWin.com. AiWin.com may deny eBiz Affiliate membership in AiWin.com's eBiz Affiliate Program for any reason in AiWin.com's sole and absolute discretion.

1.2 Effective Date. This Agreement will become effective on the date on which AiWin.com notifies eBiz Affiliate of approval via email, after having first approved the On-line Application and received this Agreement executed by eBiz Affiliate ("Effective Date"). Email notification to eBiz Affiliate of approval of eBiz Affiliate's On-Line Application shall be deemed execution of this Agreement by AiWin.com

2. ESTABLISHING NETWORK AFFILIATION

2.1 Network Links. Subject to the terms and conditions of this Agreement, eBiz Affiliate shall promote AiWin.com products and services offered by eBizOffice.com. eBiz Affiliate may select from time to time AiWin and their products and services eBiz Affiliate wishes to offer, which products and services shall be referred to collectively as "Products." eBiz Affiliate shall add appropriate Network Links to the eBiz Affiliate Site as required by AiWin.com, all in accordance with the provisions of this Agreement and any AiWin.com Network policies and procedures as established from time to time.

3. EBIZ AFFILIATE RESPONSIBILITY FOR WEBSITES

3.1 eBiz Affiliate Duties. eBiz Affiliate is solely responsible for the development, operation, and contents of the eBiz Affiliate Site and for maintenance of all Network Links, if any. Such responsibilities in relation to the eBiz Affiliate Site include, but are not limited to:
3.1.1 the technical operation of the eBiz Affiliate Site and all related equipment;

3.1.2 posting on the eBiz Affiliate site those Network Links and Product descriptions provided by AiWin.com;

3.1.3 ensuring the accuracy and appropriateness of materials posted on the eBiz Affiliate Site;

3.1.4 ensuring that materials posted on the eBiz Affiliate Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights); and

3.1.5 ensuring that materials posted on the eBiz Affiliate Site are not in any way illegal, abusive, libelous, discriminatory, obscene, offensive, fraudulent, deceptive, or misleading.

3.2 Indemnification. eBiz Affiliate shall indemnify and hold AiWin.com and its officers, directors, shareholders, eBiz Affiliates, employees, and agents harmless from and against all claims, actions, suits, proceedings, claims, payment disputes, judgments, damages, costs and expenses, including reasonable attorney's Commissions, and other liabilities (collectively “Claims”) arising from or related to (a) eBiz Affiliate's breach of any provision of this Agreement; (b) eBiz Affiliate's development, operation, or maintenance of eBiz Affiliate's business, any eBiz Affiliate Site, any other World Wide Web Internet site owned or operated by eBiz Affiliate (or which is Hyperlinked to AiWin.com through the eBiz Affiliate Site or any other World Wide Web Internet site owned or operated by eBiz Affiliate); and (c) eBiz Affiliate's negligent or fraudulent acts or omissions.

4. TRACKING AND PAYMENT OF SALES COMMISSIONS

4.1 Tracking of Transactions. Promptly following the Effective Date, AiWin.com will assign eBiz Affiliate an eBiz Affiliate ID number. Each time a Customer accesses the AiWin.com Network and submits a Lead (as described in Section 4.4) through the Marketing eBiz Affiliate Network Links, AiWin.com will record the Marketing eBiz Affiliate ID and the associated Lead and any related Transaction information.

4.2 Sales Commissions. AiWin.com will pay Commission ("Sales Commissions") to eBiz Affiliate for marketing Products and Services through the Marketing eBiz Affiliate Network Links, all in accordance with the terms and conditions of this Agreement. AiWin.com shall pay Sales Commissions to eBiz Affiliate based solely on the number of Requests or Sales that result in Transactions generated by eBiz Affiliate, subject to the limitations of this Article,

4.3 Commission Schedule. AiWin.com shall pay Sales Commissions for valid transactions at the rates and terms specified at www.AiWin.com.

4.4 No Sales Commissions Due. AiWin.com shall have no obligation to pay eBiz Affiliate Sales Commissions relating to a Transaction or Affiliate Registration:

4.4.1 If a Lead or Transaction or Registration arises from a breach by eBiz Affiliate of any provision of this Agreement;

4.4.2 If a Transaction or a Registration is generated through a channel other than eBiz Affiliate, including without limitation, Transactions that AiWin.com receives directly from Customers returning to AiWin.com and from Customers already in AiWin.com's database prior to receipt of a Lead from eBiz Affiliate; or

4.4.3 If a Customer disputes or rejects a Transaction, or a potential eBiz Affiliate withdraw a Registration.

4.5 Payment Schedule. AiWin.com will pay Sales Commissions to eBiz Affiliate under this Agreement, less any taxes AiWin.com is required to withhold by law, no later than thirty (30) calendar days following the end of each month for Transactions as to which AiWin.com has actually received monies from the applicable Customers. AiWin.com shall have no obligation to pay a Sales Commission under this Agreement until AiWin.com has received payment from the Customer responsible for the applicable Transaction.

4.6 Payment Method. AiWin.com will pay the Sales Commissions by check, mailed to eBiz Affiliate at the address set forth in the On-line Application or such other address that eBiz Affiliate provides in accordance with Section 8.12, or transfer the amount of payment directly to the bank account provided by eBiz Affiliate under this Agreement signed by both of AiWin and eBiz Affiliate,

4.7 Disputed Commissions. If a Customer or Affiliate Program Subscriber disputes or rejects a Transaction or Registration and AiWin.com has already paid eBiz Affiliate the related Sales Commission and Finder Fee, AiWin.com is authorized to deduct the amount of the Sales Commission or Finder Fee relating to the disputed or rejected Transaction or Registration from eBiz Affiliate's next monthly payment due under this Article 4. If there are no subsequent Sales Commissions or Finder Fee due eBiz Affiliate, eBiz Affiliate shall reimburse AiWin.com the amount of the disputed Sales Commission or Finder Fee no later than thirty (30) calendar days after receipt of an invoice or demand from AiWin.com.

4.8 Promotional Verbiage, Creative, Text Links and Banners. In marketing and Hyperlinking to the AiWin.com Website, eBiz Affiliate may use only the promotional text, creative design, text links, banners or HTML linking codes for Network Links (“Creative Materials”) posted at http://www.AiWin.com/member.asp/ A AiWin.com Network eBiz Affiliate representative must approve any deviation from or alteration to the Creative. eBiz Affiliate agrees to use only such Creative as AiWin.com provides.

4.9 Frivolous Data, Incentives, Spam and Falsification. Should AiWin.com in its sole discretion determine that eBiz Affiliate is guilty of spamming, providing false account information, falsely enticing Customers to submit Requests, supplying frivolous data, or artificially increasing eBiz Affiliate's number of Requests and/or acting or attempting to act in any illegal, false, misleading or deceptive manner, AiWin.com shall have the right to immediately terminate this Agreement for cause, in which case AiWin.com shall have no obligation to pay eBiz Affiliate any Sales Commissions and Management Fee that might otherwise then be due or payable. eBiz Affiliate shall at all times during the Term comply with AiWin.com's Guidelines for Approved Opt-In Email Lists, which are attached to and made a part of this Agreement.

4.10 Effect of Termination on Sales Commissions. Upon termination of this Agreement pursuant to Article 7, AiWin.com shall be obligated to pay eBiz Affiliate only those Sales Commissions then due under this Article 4 through the date of Termination. AiWin.com may withhold, for a reasonable time and in its sole and absolute discretion, Sales Commissions AiWin.com believes are disputed Commissions as described in Section 4.6.

4.11 Applicable Tax to eBiz Affiliate. All eBiz Affiliates are liable to pay applicable income tax associate to Sales Commissions and Finder Fees received from AiWin, whereas, AiWin will not be liable to pay tax applied to each individual eBiz Affiliate.

5. LICENSE

5.1 Limited License and Specifications. AiWin.com grants to eBiz Affiliate a non-exclusive, fully revocable, royalty-free license for use of AiWin.com’s and AiWin’s production websites’ trade names, trademarks, banners, logos and AiWin.com and eBizOffice.com images, symbols and other intellectual property used in the AiWin.com Network (collectively referred to as "Intellectual Property") and eBiz Affiliate’s Website branded by eBiz Affiliate and/or the company owned by eBiz Affiliate, subject to the restrictions below.

5.2 AiWin.com Approval Procedure. eBiz Affiliate shall notify AiWin.com at least ten (10) business days prior to the use of each item of Intellectual Property eBiz Affiliate intends to use. AiWin.com or eBizOffice.com shall have the right to inspect and approve or reject each use of the Intellectual Property by eBiz Affiliate prior to eBiz Affiliate's use. At AiWin.com's request, eBiz Affiliate must produce a sample of any Intellectual Property to be used, displayed, or produced, as well as a sample of the eBiz Affiliate Site, if any, containing the Intellectual Property.

5.3 eBiz Affiliate Recognition of AiWin.com. The AiWin.com Intellectual Property shall remain the exclusive property of AiWin.com and eBizOffice.com. eBiz Affiliate will not now or in the future assert any claim to any goodwill, reputation or ownership of any of the Intellectual Property. Nothing in this Agreement endows eBiz Affiliate with any right, title or interest in or to the Intellectual Property, beyond the non-exclusive, revocable license described in Section 5.1. eBiz Affiliate will use the Intellectual Property only in accordance with the provisions of this Agreement, and will identify the Intellectual Property on eBiz Affiliate's web site as property of the owner of each item of Intellectual Property so used or displayed. The license or sub-license for such use automatically will be revoked upon the termination of this Agreement. eBiz Affiliate understands that not all intellectual property within the AiWin.com Network is the property of AiWin.com and agrees not to use any other eBiz Affiliate’s Intellectual Property without the prior written approval of AiWin.com and the relevant eBiz Affiliate.

5.4 Revocation. AiWin.com may revoke the sub-licenses granted under Section 5.1.2 of this Agreement at any time, with or without cause, by providing eBiz Affiliate written notice of the revocation. If eBiz Affiliate modifies any aspect of the Intellectual Property it receives under or pursuant to this Agreement, AiWin.com may terminate this Agreement without notice at AiWin.com's sole discretion.

6. CUSTOMER POLICIES

6.1 Customers. eBiz Affiliate agrees that Customers who submit Requests, inquire about or purchase Products, or enter into Transactions through the Marketing eBiz Affiliate Network Links will be deemed to be AiWin.com customers, and that eBiz Affiliate shall not state, represent or imply otherwise. eBiz Affiliate agrees that Customers will be subject to all rules, policies and operating procedures as established by AiWin.com and posted on the AiWin.com Website from time to time at http://www.AiWin.com/privacy/ and that eBiz Affiliate will neither impose alternative rules, policies and operating procedures on Customers, nor modify AiWin.com's rules, policies and operating procedures as posted on the AiWin.com Website. AiWin.com may modify the rules, policies and operating procedures at any time.

7. TERM AND TERMINATION

7.1 Duration. This Agreement will have an initial term (“Term”) of one year beginning on the Effective Date as defined in Section 1.2. The Term will renew automatically for another year at the end of each preceding term (each an “Automatic Renewal Term”), provided however, that after the initial Term, either Party may terminate this Agreement at any time, with or without cause. In addition, eBiz Affiliate may terminate this Agreement if eBiz Affiliate timely rejects a Proposed Modification (as defined in Section 8.1) during the Term or any Automatic Renewal Term. Any such termination shall be effected by providing written notice of termination to the other party and will be deemed effective on the date written notice of it is given.

7.2 Termination for Cause by AiWin.com. Notwithstanding any provision in this Agreement to the contrary, AiWin.com may terminate this Agreement at any time and without notice upon the occurrence of any of any of the relevant events described elsewhere in the agreement or any of the following events:

7.2.1 A material breach by eBiz Affiliate of any provision in this Agreement, including, without limitation, the terms of the license described in Article 5.

7.2.2 Any willful misconduct, misuse by eBiz Affiliate of the AiWin.com Website or the Network, or any use of the AiWin.com Website or Network for purposes that are inconsistent with those permitted under or contemplated by this Agreement, including without limitation the operation of any illegal business or activity through eBiz Affiliate's website or business.

7.2.3 Any introduction by eBiz Affiliate of any computer virus, disabling code, time bomb, trap door, or similarly destructive program, information, command or code (collectively, “Virus”) into the AiWin.com Website or the Network or any software or systems related thereto.

7.2.4 Any eBiz Affiliate activity that causes the AiWin.com Website, the Network or any Network Subscriber's website or computer system to malfunction or any failure to make changes recommended by AiWin.com deemed necessary to correct malfunctions.

7.2.5 Any other action of eBiz Affiliate, whether intentional or unintentional, that has the purpose or effect of damaging the AiWin.com Website, the Network, or any Network Subscriber's website or computer system, or causing any of them to malfunction or the purpose or effect of reflecting adversely on the goodwill and/or reputation of AiWin.com, the Network or any Network Subscriber as determined in the sole judgment of AiWin.com.

7.2.6 Any material violation by eBiz Affiliate, in the reasonable discretion of AiWin.com, of any applicable law or regulation.
7.3 Obligations. Except as expressly provided in this Agreement, termination of this Agreement will not relieve either Party of obligations incurred during the Term.

8. GENERAL TERMS

8.1 Modification. AiWin.com may periodically post any proposed modifications to this Agreement (“Proposed Modifications”) at http://www.AiWin.com/eBiz Affiliate. eBiz Affiliate will be notified of proposed changes via email and will be given 30 days in which to accept the Proposed Modifications. eBiz Affiliate agrees to review the Proposed Modifications, if any, within 30 days after AiWin.com transmits notification of the Proposed Modifications (the “Notice Period”). Unless eBiz Affiliate terminates this Agreement before expiration of the Notice Period in accordance with Section 7.1, eBiz Affiliate will be deemed to have agreed to the Proposed Modifications effective as of the first day of the month immediately following the end of the 30 day notice period. In addition, AiWin.com reserves the right to add, discontinue or change any of the Products covered by this Agreement upon giving eBiz Affiliate notice at least five business days prior to the effective date of the addition, discontinuance or change.

8.2 Relationship of the Parties. Each Party is acting as an independent contractor under this Agreement. Neither this Agreement nor the relationships contemplated under this Agreement are intended to or will be deemed to result in an agency, Affiliate, joint venture, franchise, sales representative or employment relationship with the other Party. eBiz Affiliate shall have no authority to enter into any agreements, or make any warranties or representations, on behalf of AiWin.com.

8.3 Non-Circumvention. eBiz Affiliate agrees, during the Term and any Automatic Renewal Term, and for a period of at least one year thereafter (the “Restricted Period”), neither eBiz Affiliate nor any of its shareholders, directors, officers, employees, eBiz Affiliates, agents, representatives, successor and assigns will enter into any business transaction or enter into any contract with any Network Subscriber pursuant to which the Network Subscriber will provide eBiz Affiliate access to products or services offered or marketed by AiWin.com or through the Network without prior written consent from AiWin.com, which consent AiWin.com may withhold in its sole and absolute discretion.

8.4 Limitation of Liability. EBIZ AFFILIATE ACKNOWLEDGES THAT IT IS AWARE THAT THERE ARE SUBSTANTIVE RISKS, INCLUDING BUT NOT LIMITED TO LOSS AND CORRUPTION OF DATA, DELAYS, NONDELIVERIES, MISDELIVERIES AND SERVICE INTERRUPTION ASSOCIATED WITH RECEPTION, TRANSMISSION, STORAGE, MANIPULATION AND OTHER USES OF DATA OVER THE INTERNET. IN NO EVENT WILL AIWIN.COM BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, AND WHETHER OR NOT AIWIN.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES FURTHER AGREE THAT AIWIN.COM'S AGGREGATE MONETARY LIABILITY ARISING OUT OF THIS AGREEMENT WILL NEVER EXCEED THE TOTAL SALES COMMISSIONS PAID OR PAYABLE TO EBIZ AFFILIATE PURSUANT TO THIS AGREEMENT DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE DATE ANY SUCH ALLEGED LIABILITY OCCURS.

8.5 Disclaimers of Warranties. AIWIN.COM EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE EBIZ AFFILIATE PROGRAM AND THE PRODUCTS SOLD THROUGH THE EBIZ AFFILIATE PROGRAM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES AGREE THAT NO IMPLIED WARRANTIES HAVE ARISEN DUE TO COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. EBIZ AFFILIATE AGREES THAT AIWIN.COM HAS MADE NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE OPERATION OF WWW.AIWIN.COM, AND THAT AIWIN.COM WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY LOSS SUFFERED BY EBIZ AFFILIATE OR ANY CUSTOMER AS A RESULT OF USING WWW.AIWIN.COM, THE NETWORK OR ANY NETWORK SUBSCRIBER SITE, INCLUDING BUT NOT LIMITED TO DATA LOSS AND/OR OTHER LOSSES RESULTING FROM DELAYS, OPERATION ERROR OR INTERRUPTION, IMPROPER OR INCOMPLETE DELIVERY OF INFORMATION, POSSIBLE COMPUTER VIRUSES, INTERFERENCE OF SERVICE OR OTHERWISE, REGARDLESS OF CAUSE.

8.6 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter and supersedes all prior agreements, writings, commitments, discussions and understandings between them.

8.7 Severability/Waiver. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. No delay, omission, or failure to exercise any right or remedy provided for in this Agreement will be deemed to be a waiver thereof or an acquiescence in the event giving rise to such remedy, but every such right or remedy may be exercised, from time to time, as may be deemed expedient by the Party exercising such right or remedy.

8.8 Confidentiality. eBiz Affiliate agrees not to disclose the terms and conditions of this Agreement to anyone without the prior written approval of AiWin.com, Inc.

8.9 Assignment. This Agreement and/or the respective rights and obligations arising out of this Agreement cannot be assigned or transferred by eBiz Affiliate under any circumstances, including, but not limited to, by court order, operation of law, merger, statute, regulation, ordinance, or otherwise, without AiWin.com's prior express written consent, which consent AiWin.com may withhold in its sole and absolute discretion. Any attempt to assign this Agreement in violation of this Section 8.9 will be null and void. In the event of a permissible assignment, this Agreement will be binding on, inure to the benefit of, and enforceable against the Parties and their respective successors and assigns.

8.10 Injunctive Relief. eBiz Affiliate agrees that monetary damages would not be an adequate remedy for the breach of certain provisions of this Agreement including but not limited to Article 5. Accordingly, if eBiz Affiliate breaches or threatens to breach any of eBiz Affiliate's obligations, AiWin.com will be entitled, without showing or proving any actual damage sustained, to a temporary restraining order, and will thereafter be entitled to apply for a preliminary injunction, permanent injunction and/or order compelling specific performance, to prevent the breach of eBiz Affiliate's obligations under this Agreement. Nothing in this Agreement will be interpreted as prohibiting AiWin.com from pursuing or obtaining any other remedies as otherwise available to it for such actual or threatened breach, including recovery of damages.

8.11 Governing Law/Jurisdiction. This Agreement will be governed by and construed under the laws of Canada, without reference to principles of conflict of laws, and any action, including, but not limited to litigation, brought by the Parties to enforce or interpret any provision of this Agreement will be brought in an appropriate provincial court in the city and county of Vancouver, British Columbia or the federal court for the British Columbia, Canada. eBiz Affiliate hereby consents to jurisdiction in such venue and expressly waives any objection to same.

8.12 Notice. Any notice required or permitted by this Agreement will be in writing (which includes electronic) and shall be sent by (i) prepaid registered or certified mail, return receipt requested, (ii)courier, (iii) facsimile or (iv) email, in each case addressed to the other Party at the appropriate address shown on the signature page of this Agreement or at such other address for which such Party gives notice hereunder. Except as set forth in Section 7.1, notice given by mail will be deemed to be effective only upon receipt during normal business hours and or notice given by facsimile or email will be effective only upon receipt during normal business hours. If notice is given after normal business hours by facsimilie or email, it will be deemed received as of the start of the next business day.

8.13 Survival. The provisions of Sections 3.1, 3.2, 5.3 and Article 8 will survive the Termination of this Agreement.

8.14 Incorporation. Documents attached hereto or referred to in this Agreement (including web pages at specified URLs) are an integral part of this Agreement and are intended by the Parties to be incorporated into this Agreement and be binding on the Parties.

8.15 Miscellaneous. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Nonperformance of either Party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement. This Agreement will be construed within its fair meaning and no inference will be drawn against the drafting party in interpreting this Agreement.

8.16 Acknowledgment. By clicking on an "Accept" or similar button on the AiWin.com Website following this Agreement, or by manually executing this Agreement, eBiz Affiliate acknowledges and agrees that eBiz Affiliate has thoroughly read, accepted and agrees to be bound by the terms of this Agreement. eBiz Affiliate confirms that eBiz Affiliate has independently evaluated and weighed the risks and benefits of participating in the eBiz Affiliate Program, and has agreed to all the terms of this Agreement without reliance on any representation, guarantee or statement existing outside of this Agreement.

8.17 Incentive Program By subscribing the eBiz Affiliate membership, You understand and agree that you are personally responsible for your behavior on the website and enroll Top Seller Awards Incentive.. You agree to indemnify, defend and hold harmless AiWin, its affiliates, licensors, employees, and agents from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, indirect, incidental, consequential, and/or exemplary damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Website or the Content, or any violation by you of TOP SELLER AWARDS Incentive's Terms and Conditions.

Guidelines for Approved Opt-In Email Lists

Prior to starting each and any type of new email, enewsletter, or other form of marketing campaign via the Network, eBiz Affiliate MUST complete and send an EMAIL APPROVAL FORM to AiWin.com. Until eBiz Affiliate has been notified that eBiz Affiliate's request to email is approved, eBiz Affiliate agrees not to conduct any type of emailing via the Network.

SPAMMING (any form of emailing for a commercial purpose that is unsolicited) IS NOT PERMITTED. If eBiz Affiliate spams, AiWin.com reserves the right at any time and without notice to disable eBiz Affiliate's Hyperlink to AiWin.com and the Network. To prevent this from happening, AiWin.com has instituted an Anti-Spam Policy that sets forth the minimum standards AiWin.com requires its Marketing eBiz Affiliates to adhere to in light of current laws, rules and regulations governing the transmission of e-mail and the best practices in the industry. In the event any state or federal law, rule or regulation governing e-mail communications is enacted or amended after the effective date of the Agreement, setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in such enacted or amended law, rule or regulation shall apply to all Marketing eBiz Affiliates, notwithstanding anything to the contrary set forth in this Anti-Spam Policy. Any emails, enewsletters, or other forms of marketing campaigns by eBiz Affiliate MUST be "permission" or "opt-in" based and meet the following standards to prevent eBiz Affiliate's account from being labeled as "SPAM".

1) eBiz Affiliate may distribute emails solely to those persons who have actively opted-in to receive the email. The content of each email shall include (a) eBiz Affiliate's correct point-of-origin email address, transmission information and routing information, (b) clear, prominent opt-out instructions in the email and in the first line of the text, if required by applicable law; (c) a toll-free telephone number or valid email address at which recipient may contact eBiz Affiliate to file complaints and/or opt-out; (d) accurate information regarding the manner in which the recipient opted-in to receive the email and (e) the identifier and any disclaimers that AiWin.com assigned to the email. eBiz Affiliate shall not, without AiWin.com's prior written approval, include any redirect links or frames in an email. Without limiting the generality of the foregoing, in no event may eBiz Affiliate forge email header information or otherwise engage in false or misleading conduct.

2) eBiz Affiliate shall (a) make adequate disclosures as required by law to those on its email list(s) regarding eBiz Affiliate's email and Privacy and Security Policies; (b) respond to all complaints within one (1) business day after eBiz Affiliate becomes aware of the complaint, (c) provide AiWin.com with a copy of every complaint, immediately upon eBiz Affiliate's receipt thereof, (d) implement any corrective action AiWin.com may require and (e) comply with any legal and/or other requirements AiWin.com may reasonably specify.

3) eBiz Affiliate must provide a simple method for subscribers to the emails to opt-out of their subscriptions with clear and effective instructions for unsubscribing. As such, emailing from a list must cease promptly once a subscription is terminated.

4) eBiz Affiliate must provide a manual opt-out procedure (e.g., an email address to which messages may be sent for further contact via email or telephone) available for those who wish to terminate their subscriptions but are unable or unwilling to follow standard automated procedures.

5) eBiz Affiliate must ensure that the impact of its email is minimized by proper list management procedures such as pruning of invalid or undeliverable addresses.

6) eBiz Affiliate must take adequate steps to ensure that its lists are not used for abusive purposes such as emailing malicious emails or chain letters or not being in compliance with the Children's Online Privacy Protection Act (COPPA).

7) eBiz Affiliate must not email to an unsubscribe list. As such, eBiz Affiliate should maintain a "suppression list" of email addresses from which all subscription requests are rejected to prevent subscription of addresses appearing on the suppression list by unauthorized third parties.

8) eBiz Affiliate shall examine the terms and conditions under which the email addresses on all third party lists were originally compiled to ensure that all recipients have in fact opted-in to the type of mailing list eBiz Affiliate intends to operate. eBiz Affiliate shall ensure that all third party lists used by or on behalf of eBiz Affiliate were collected by the third party source in accordance with the same standards listed above and must create a new emailing list when there is a substantive change in either the subject matter or frequency of messages. A notification about the new emailing list may be appropriate on the existing emailing list, but existing subscribers should never be subscribed automatically to the new list. For example, if Company A acquires Company B, and Company B has compiled opt-in mailing lists, Company A should not summarily incorporate Company B's mailing lists into its own.