REFERRAL PROGRAM AGREEMENT

This Agreement governs your participation in the Microstock Analytics Referral Program (the “Program”),which is intended to promote Microstock Analytics website and software. This Agreement between you and Andriy Popov (“Author”) isin addition to the Terms of Use, ourPrivacy Policy and all other documents and provisions applicable to the use ofhttp://www.microstockanalytics.com (the “Site”).

You are entitled to participate inthe Program on condition that you accept the terms and conditions of this Agreement by inserting “I agree” below. If you do not agree to accept and abide bythis Agreement, you should not participate in the Program. You can still use the Site and software but you won’t be paid for referrals.In the event of any inconsistency between this Agreement, the License Agreement and theTerms of Use, the terms of this Agreement shall govern.

This may be a temporary program. Andriy Popov reserves the right, in its discretion, tochange, terminate or modify all or any part of the Program or this Agreement at any time,effective immediately upon notice published on the Site. Your continued participation inthe Program after such notice constitutes your binding acceptance of the terms andconditions in this Agreement, including any changes or modifications made by Andriy Popovas permitted above. If at any time the terms and conditions of this Agreement are nolonger acceptable to you, you should immediately cease participation in the Program.

Rules of the Program

You agree to actively refer potential users to the Site. For each Successful Referral (as defined below) that buys something from the site, Andriy Popov awards you 20% from each of their buying transactions. This applies for 2 years after their registration and only for members that previously did not have a Microstock Analytics account.

A “Successful Referral” is one that we determine satisfies each of the followingcriteria:

• the referred customer (a “New Client”) must not be a current or past user ofwww.MicrostockAnalytics.com;
• the New Client must reach the Site by clicking on a link or site badge received byyou through the Referral Program interface and not be a result of you creating spam or doing anything that would bringthe Program or Microstock Analytics into any kind of disrepute;
• the New Client must have cookies enabled on their browser when clicking on your linkto the Site, when reaching the Site, when registering, andwhen upgrading account (otherwise we can’t track it);
• when coming to the Site and making the required purchase, the New Client must stillhave the cookie enabled that was placed on their computer when clicking on the Sitebadge or link to the Site. This means the purchase must be within 30 days ofclicking the link or Site badge and it must be an on–line purchase and payment(phone and mail orders won’t qualify.

All Fees which are payable will be credited to your member account and may be adjustedto reflect actual receipts or artificial transactions in accordance with the terms ofthe Program or Andriy Popov discretion. Amounts will be paid by PayPalwhen they exceed US$20 in the normal course. Andriy Popov reserves the right for anyreason to refuse any New Client application or purchase transaction in its discretion,without notice or any communication to you. Payment of Fees and amendments to theProgram are at the sole discretion of Andriy Popov. Under no circumstances shallAndriy Popov be required to provide you with any information or updates regarding theNew Client, except to confirm the referral.

You also agree not to use the Site badges or links in any manner that could damage,disable, overburden, or impair the Site or any other site, create spam or any otherunwanted solicitation, or interfere with any other party’s use and enjoyment of the Site,their own site or other location of the badges or links. You agree that you will notpaste, copy or otherwise impose the Site badges or links anywhere without the consent ofthe proper authority. Andriy Popov is not responsible for anything that you do with thelinks or Site badges. You agree not to use any of our trademarks or intellectual property or make any representations, warranties or otherstatements concerning Andriy Popov, the Site or any of our products, services or policies,except as detailed in this Agreement.

Each party shall act as an independent contractor and shall have no authority toobligate or bind the other in any respect. Nothing in this Agreement will constitute orbe construed as constituting or tending to create an agency, partnership oremployer/employee relationship between you and us.

Indemnity

You agree to indemnify, defend and hold Andriy Popov and its affiliates, and theirrespective directors, officers, employees, shareholders, partners and agents(collectively, the “Andriy Popov Parties”) harmless from and against any and all claims,liability, losses, costs and expenses (including lawyers’ fees on a solicitor and clientbasis) incurred by any Andriy Popov Party in connection with any breach by you of thisAgreement. Andriy Popov reserves the right, at your expense, to assume the exclusivedefense and control of any matter otherwise subject to indemnification by you, and insuch case, you agree to cooperate with Andriy Popov defense of such claim.

Term and Termination

This Agreement is effective so long as you participate in the Program or until theProgram is discontinued by Andriy Popov, whichever first occurs. The Referral Program or any aspect of itcan be discontinued at any time in Andriy Popov’s discretion upon notice posted on theSite. Upon posting of such notice, the Program and this Agreement shall be therebyterminated as it relates to you.

DISCLAIMER OF WARRANTIES

ANDRIY POPOV DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FORDOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION ORDESTRUCTIVE FEATURES.

LIMITATION OF LIABILITY

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE BADGES AND THE LINKS. IN NOEVENT SHALL ANDRIY POPOV OR ANY OF ITS EMPLOYEES, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE,EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS,INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTIONWITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OFTHIS AGREEMENT OR THE REFERRAL PROGRAM, INCLUDING WITHOUT LIMITATION YOUR USE OF,RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE BADGES OR THE LINKS, OR ANY RIGHTSGRANTED TO YOU HEREUNDER, EVEN IF ISTOCKPHOTO HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE),INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, ANDRIY POPOV’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT ORIN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE BADGES OR LINKSIN ANY MANNER WHATSOEVER SHALL BE LIMITED TO TEN ($10.00) AMERICAN DOLLARS.

Age and Responsibility

You represent and warrant that you are of sufficient legal age to use the Site and tocreate binding legal obligations for any liability you may incur as a result of the useof the Site and your participation in the Program.

General

You specifically agree and acknowledge that you have, in addition to the terms of thisAgreement, reviewed the terms of the Terms of Use and anyother agreements which may be incorporated by reference therein, and you agree to bebound by them.

The parties have requested that this Agreement and all documents relating thereto bedrawn up in English.

Contact

If you have concerns relating to the Referral Program or this Agreement, please contactAndriy Popov at andrey.s.popov@gmail.com.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUNDBY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVESTATEMENT OF THE AGREEMENT BETWEEN YOU AND iSTOCKPHOTO REGARDING THE REFERRAL PROGRAM,WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHERCOMMUNICATION BETWEEN YOU AND iSTOCKPHOTO RELATING TO THE SUBJECT OF THIS AGREEMENT.