This agreement between Envelope Manager Software and you governs your participation in the Endicia Affiliate Program. As used in this agreement, "we" means Envelope Manager Software, "you" means the Endicia Affiliate Program applicant, "Affiliate Links" means any hypertext links to the unique URL that we provide to you under this agreement, and "Affiliate Sites" means any and all web sites and e-mail newsletters that you place Affiliate Links in. By submitting an Affiliate Program Application, you agree to the terms of this agreement.

1. Links.   During the term of this agreement, you may add or delete Affiliate Links from your Affiliate Sites at any time without our approval. You are solely responsible for maintaining your Affiliate Sites, and for incorporating, testing, and maintaining the Affiliate Links on your Affiliate Sites. We will provide you with a unique URL and graphics, and we grant you a limited, non-exclusive, revocable, non-transferable right to use this material solely to promote the Affiliate Links on your Affiliate Sites. We reserve all of our rights in the material we provide to you and all other intellectual property rights. You agree not to alter any of the material we provide to you under this agreement, and use that material solely for connecting directly to the Affiliate Links.

2. Commissions.   During the term of this agreement, Envelope Manager Software will pay you commissions for new customers who visit our web-site through your Affiliate Links and subscribe to Endicia Internet Postage service during that visit. You will earn $5 when a new customer has had an Endicia account for 30 paid days, and another $5 after 60 paid days. The customer must be a new customer, and must signup during a visit through your Affiliate Links. Commissions will be paid after each calendar quarter within 30 days following the end of the quarter. Payments of less than $40 for a calendar quarter will be aggregated and paid after the end of the quarter when the aggregated commissions due reach $40. You agree to provide us with all information that is required for us to comply with any applicable tax reporting requirements, as we may reasonabley request.

3. Term.   The term of this agreement will begin when Envelope Manager Software notifies you of your acceptance in the Endicia Affiliate Program by e-mail, and will end when terminated by either party. Either party may terminate this agreement at any time, with or without cause, by giving the other party ten (10) days notice of termination via e-mail. You are only eligible for commissions earned through the date of termination. Affiliate referrals after termination will not result in commission payments. Upon termination, you agree to immediately cease any representation of participation in the Endicia Affiliate Program, and remove from your Affiliate Sites all the Affiliate Links and other material we provided to you under this agreement.

4. No Warranty.   WE MAKE NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE. We make no representation that the operation of our web site or our products or services will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. Under no circumstances shall Envelope Manager Software be liable for any loss of profits or data, interruption of business, or for any indirect, special, or consequential damages arising in connection with this agreement or the Endicia Affiliate Program. Further, in no event will our aggregate liability under this agreement exceed the total commissions paid to you under this agreement. The provisions of this section will survive the termination of this agreement.

5. Miscellaneous.   Each party to this agreement is an independent contractor, and neither shall have the authority to bind the other in any respect. Nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You agree to indemnify and hold harmless Envelope Manager Software, its directors, officers, affiliates, employees, and agents, from all liability, claims, damages, or expenses arising out of any breach by you of any representation, warranty, or covenant made by you herein, or any claim related to the development, operation, maintenance, or contents of your Affiliate Site. You agree not to sublicense, assign, or otherwise transfer this agreement, and any such attempt is void. This agreement is the entire agreement between the parties with respect to the subject matter described herein, and supercedes all prior communications, understandings, or agreements. If any of the provisions of this agreement is deemed unenforceable, that provision will be enforced to the maximum extent possible, and the remainder of the agreement will continue in full force and effect. This agreement is governed by the laws of the State of California.