This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Pelontars / WatchIndia.TV (the "Company" or "we"), and you to become an affiliate (an "Affiliate") of the Company. As an affiliate your role will be to promote the Company's business of offering ethnic TV programming online under the name of “Live Asia TV” and/or "WatchIndia TV" (the "Site").

1. Promotion of the Site and Marketing Material.
   By signing this Agreement we hereby grant you an inexclusive right to promote the Site in order to sell subscriptions and/or leads to the Site. We will make available to you all marketing material, including banner advertisements, contents, broadcasting iteniary, previews etc., as we may update from time to time (collectively referred to hereinafter as the "Marketing Material"), which you may display and use on your sites, provided you abide by the terms and conditions of this Agreement and any applicable law. In using the Marketing Material, you agree that you will cooperate fully with us and you may not modify any Marketing Material, unless you have received prior written consent from the Company to do so. In the event that we determine that your use of any Marketing Material is not in compliance with the terms of this Agreement or any applicable law, we shall be entitled to take such measures as to render inoperative the Marketing Material used by you, and we retain full authority to (i) terminate this Agreement immediately in the event of such event and (ii) indefinitely withhold from you any commission accrued to your benefit through such activities.

2. Sales.
   The term "Sale" shall mean: (i) in connection to subscriptions – a subscriber that has subscribed to the Site and has immediately started paying a subscription fee; (ii) in connection to leads – a customer that has entered in to the Site his credit card or any other paying method, has received a two week free trial subscription, but has not started paying us for a subscription. For avoidance of doubt, it is clarified that neither your nor your Relatives’ sales are eligible to become Sales and you will not be eligible to receive the relevant commission. For this purpose, the term "Relative" shall mean any of the following: spouse, partner, parent, child or sibling or (in case of a corporation) subsidiaries or affiliates. The Company’s measurements and calculations in relation to the number of Sales and the revenue figures shall be the sole and authoritative tool and shall not be open to review or appeal. We shall make the information relating to the Sales and the revenue figures transparent to you through a monitoring system, based on links, that can monitor the sales of subscriptions and leads by you. To permit accurate tracking, reporting, and commission accrual, you must ensure that the links between your Site and the Site is properly formatted throughout the term of this Agreement. Promo Code - in addition, you may (if upon a Sale you describe a Promo Code) receive figures regarding such Sale.

3. Representations and Warranties.
   You hereby represent and warrant to us the following:

   1. This Agreement has been duly and validly executed by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms;
   2. The execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not conflict with or violate any provision of law, rule, regulation or agreement to which you are subject to;

4. Term. The term of this Agreement will begin upon your signature on this agreement and will end when terminated by either Party. At any time, either Party may terminate this Agreement, with or without cause, by giving the other Party seven (7) days prior written notice of termination, where such notice may be served via fax or e-mail. Upon termination, we reserve the right to withhold the final Consideration payment, as determined herewith, for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links, Licensed Material. As determined herewith, and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Affiliate Program.
   Following the termination of this Agreement and our payment to you of all Consideration due at such time of termination, we shall have no obligation to make any further payments of Consideration to you.

5. Consideration.

   1. In return to each Sale accomplished by you in accordance with this Agreement, the Company shall pay you a commission for Quality Sales, as agreed between the parties and attached as Exhibit A (the "Consideration"). The Consideration may be amended from time to time by the Company.
      Quality Sales shall mean _________________________
   2. The Consideration shall be paid to you on a monthly basis, within 45 days of the completion of each Sale, in return to an invoice issued by you.
   3. The Consideration shall be the sole and exclusive remuneration or consideration you will be entitled to receive for the fulfillment of your services under this Agreement.
   4. Payments of commissions shall be made directly to you as per your preferred payment method elected by you as part of your application process.
   5. The Company shall be entitled to set-off from the amount of Consideration to be paid to you any associated costs related to the transfer of such Consideration.
   6. The Company retains the right to review all Consideration for possible Fraud, where such Fraud may be on the part of a customer or on your part. During the period of time in which we shall review the Consideration for possible Fraud, where such review period shall not to exceed 180 days, we shall have the right to withhold any Consideration accrued in your favour until such time as the review has been concluded. It is clarified that any incidence of Fraud on your part constitutes a breach of this Agreement, and we retain full authority to terminate this Agreement immediately in the event of such breach and you shall not be entitled to receive any Consideration which has accrued to your benefit at such time whether such Consideration was generated through Fraud or otherwise. Furthermore, in such event you will be obligated to return to the Company all amounts paid to you as Consideration in regard to such fraudulent Sale. In addition, the Company retains the right to set-off from future Consideration payable to you any amounts already received by you which can be shown to have been generated by Fraud. The term "Fraud" shall include, but shall not be limited to, actual or attempted (i) identity fraud on part of the customer, (ii) the use of illegal methods, including, without limitation, Black SEO, (iii) illegal use of the Marketing Material by way of violating our customers' and suppliers' IP rights, (iv) over selling of a product which is not sold by the company, (v) the encouragement by you or a third party to chargeback on the part of the customer, (vi) the opening of an account in breach of the terms of this Agreement, (vii) the offering or providing by you or any third party of any unauthorized incentives (financial or otherwise) to potential customers and (viii) any other act by you or by a customer which is reasonably understood to have been committed in bad faith against the Company regardless of whether or not such action has resulted in any type of harm or damage to the Company.
   7. For the avoidance of doubt it is hereby stated by the Company and agreed by you that the future Consideration which the Company shall pay to you shall relate solely to the Site. We shall have no obligation whatsoever in relation to future products or services provided to customers by us or any of our affiliated entities.

6. Intellectual Property.
   In the event of your acceptance to the Affiliate Program, we shall grant you a non-transferable, non-exclusive, revocable license to place the Marketing Material on your site during the term of this Agreement, and solely in connection with the Marketing Material, to use our logos, trade names, trademarks, service marks and similar identifying material (collectively, "Licensed Materials"), solely for the purpose of promoting the Site. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You may not use any Licensed Materials for purposes other than promoting the Sites, without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays the Company or anyone else negatively. We reserve all of our intellectual property rights in the Licensed Materials. We may revoke your license to use the Licensed Materials at any time by written notice to you. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Marketing Material or the Licensed Materials by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.

7. Obligations Regarding Your Site.
   You will be solely responsible for the technical operation of your site (the "Affiliate Site") and the accuracy and appropriateness of materials posted on therein. You agree that the Affiliate Site will not, in any way, copy or resemble the look and feel of our Site, nor will you create the impression that the Affiliate Site is our Site. You also agree that the Affiliate Site will not contain any content of our Site or any materials which are proprietary to the Company, except (i) with our prior permission, or (ii) materials obtained by you via the Affiliate Program information site in accordance with the provisions hereof or the policies or instructions therein. You will indemnify and hold the Company harmless from all claims, damages, and expenses (including, without limitation, attorney’s fees and expert witness fees) relating to the development, operation, maintenance, and contents of the Affiliate Site or any materials, products or services linked to therein. You hereby acknowledge that your conduct as an Affiliate shall reflect on the Company and has the potential to cause substantial damage to the Company’s reputation and goodwill and that you shall at all times consider the goodwill and reputation of the Company.

8. Disclaimers.
   We make no express or implied warranties or representations with respect to any products or other items sold through this Agreement (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Site will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.

9. Limitation of Liability. We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

10. Relationship of Parties.

    1. You acknowledge and agrees that this Agreement does not establish an employment relationship between you and the Company, and no provision in this Agreement authorizes you to present yourself as an employee of the Company.
    2. Nothing herein shall constitute you as an agent of the Company nor authorize it to act for or on behalf of the Company, except to the extent specifically authorized hereby.

11. Confidentiality.
    

    1. We may disclose to you certain information as a result of this Agreement, which information we consider to be confidential (herein referred to as "Confidential Information"). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process.
    2. You acknowledge that the Confidential Information is a valuable, special, and unique asset of the Company's business.
    3. You undertake and agree that upon termination of this Agreement, you shall return to the Company all of the Confidential Information, including but not limited to blueprints, drawings, sketches, notebooks, formulas and documents of any kind and recordings of any kind, which may be in your possession or under your control.

12. Indemnification.
    You hereby agree to indemnify, defend and hold harmless the Company, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys’ fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of this Agreement by you or any representation or warranty made by you herein; or (ii) any claim related to the Affiliated Site.

13. Breach
    You hereby acknowledge that a breach by you of the provisions of this Agreement may not be adequately compensated by monetary damages. Accordingly, in the event of such a breach, you recognize that the Company shall have the immediate right to secure an order from any competent court enjoining such breach and if this Agreement has been terminated, you may be enjoined from any continued operation or breach of this Agreement. This undertaking shall be enforceable without prejudice to any other rights the Company has in Law or under this Agreement.

14. Miscellaneous.
    

    1. Waiver. Omission or delay on the part of any party in requiring due and punctual fulfillment of any of the obligations of the other part hereunder shall not be deemed a waiver of such obligation, or any other obligations, present or future, or of any resulting remedy for the breach thereof.
    2. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the Parties and their respective successors and assigns.
    3. Governing Law. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the Royal Courts of Justice, London. Notwithstanding the foregoing, the Company reserves the right to commence any proceedings arising out of this Agreement in any other jurisdiction they may deem appropriate.
    4. Headings. The headings of the paragraphs of this Agreement are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof.
    5. Entire Agreement. This Agreement is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior Agreements and arrangements between the parties hereto with respect to the subject matter hereof.
    6. Modification. No supplement, modification, or amendment of this agreement shall be binding unless executed in writing by both parties.