Affiliate Agreement

Effective Date: November 30, 2005

Welcome to the IP2Location Affiliate Agreement ("Agreement"). This Agreement sets forth the terms and conditions under which IP2Location.com makes the IP2Location Affiliate Program ("Affiliate Program") available to you. By becoming a IP2Location Affiliate and using the Affiliate Program you expressly agree to be bound by and follow all terms and conditions set forth in this Agreement. If you do not agree to be bound by this Agreement, your sole recourse is not to participate in the Affiliate Program. IP2Location.com reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the IP2Location.com Web Site. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement and your participation in the Affiliate Program. Your continued participation in the Affiliate Program following posting of a change notice or new agreement on the IP2Location.com Web Site will constitute binding acceptance of the changes

1. General Rules

1.1 The IP2Location.com Terms of Service and the IP2Location.com Privacy Policy are incorporated herein by this reference. As an Affiliate you will continue to be bound by the IP2Location.com Terms of Service and the IP2Location.com Privacy Policy. For purposes of clarity, the Affiliate Program is deemed part of the "IP2Location.com Services," and all initially-capitalized terms not defined in this Agreement shall have the meaning set forth for such term in the Terms of Service and/or the Privacy Policy, and any disputes you may have resulting from your participation in the Affiliate Program will be subject to confidential binding arbitration in accordance with Section 12 of the Terms of Service. In the event of an inconsistency between this Agreement and the IP2Location.com Terms of Service this Agreement shall control.

2. Becoming a IP2Location Affiliate

2.1 Eligibility. IP2Location.com will only knowingly provide the Affiliate Program to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may participate in the Affiliate Program only under the supervision and consent of a parent or legal guardian who agrees to be bound by this Agreement. The Affiliate Program is not intended for children under the age of 13.

2.2 Opening an Account. To become an Affiliate and have the right to participate in the Affiliate Program, you must enroll in the Affiliate Program by opening an Affiliate account ("Account") with IP2Location.com through its online registration process.

2.3 Contact Information. You must provide IP2Location.com with accurate and complete contact and payment information when you open an Account. You must immediately notify IP2Location.com if any of your contact or payment information changes. If you do not provide IP2Location.com with complete, accurate, and updated contact information, you may not be eligible to receive commissions based on your participation in the Affiliate Program.

2.4 Account Security. You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any third party. You must notify IP2Location.com immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify IP2Location.com immediately if you become aware of any other breach or attempted breach of the security of your Account or the IP2Location.com Service.

3. Your Obligations

3.1 You must use the Affiliate Program in a manner that demonstrates common sense and respect for the rights of IP2Location.com and third parties. You must comply with the Affiliate Guidelines and any other applicable guidelines set forth in the IP2Location.com Content Usage Policy.

3.2 Special Links. As a member of the Affiliate Program, IP2Location.com will provide you with special "tagged" link formats ("Special Link(s)") to be used in linking to the IP2Location.com Web Site. The Special Links will permit tracking, reporting, and commission calculations. You must ensure that each of these links properly utilize the Special Link formats. You will only earn commissions on activities occurring on the IP2Location.com Web Site if such activity was originated from properly formatted Special Links. IP2Location.com will not be liable to you for any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts, which may otherwise be paid to you pursuant to this Agreement.

4. Customers Purchasing Via the Affiliate Program.

4.1 Order Processing and Reporting. IP2Location.com will process all product orders placed by customers who follow Special Links to the IP2Location.com Web Site ("Customers"). IP2Location.com reserves the right to reject orders that do not comply with any requirements that IP2Location.com has and may periodically establish. IP2Location.com will be responsible for all aspects of order processing and fulfillment. Among other things, IP2Location.com will prepare order forms, process payments and handle customer service. IP2Location.com will track sales made to Customers who purchase products using Special Links from your web site to the IP2Location.com Web Site and will make available to you reports summarizing sales activity. IP2Location.com will use commercially reasonable efforts to present accurate information in the reports, but IP2Location.com cannot guarantee the accuracy of the reports.

4.2 Customers. Customers who buy products through the Affiliate Program will be deemed to be customers of IP2Location.com. Accordingly, all of the IP2Location.com rules, policies, and operating procedures concerning customer orders, customer service and product sales will apply to those Customers. IP2Location.com may change the IP2Location.com policies and operating procedures at any time. Product prices and availability may vary from time to time, and such price changes may affect products that you already have listed on your web site. IP2Location.com will use commercially reasonable efforts to present accurate information, but IP2Location.com cannot guarantee the availability or price of any particular product.

5. Affiliate Commissions and Reporting.

5.1 Affiliate Commissions. IP2Location.com will pay you commissions in accordance with this Agreement and the Affiliate Commission Schedule ("Commissions"). The Affiliate Commission Schedule is incorporated herein by this reference. IP2Location Affiliates can earn commissions on the following types of transactions:

(a) IP2Location.com will pay you a commission on qualifying sales originating from Special Links on your web site or web space in accordance with the then current Affiliate Commission Schedule (link); and

5.2 Payment of Commissions.

(a) Payment Terms. IP2Location.com will pay you Commissions on a monthly basis. Within 60 days following the end of each calendar month, IP2Location.com will send transfer the money to your PayPal account for the Commissions you have earned for the relevant month. However, if the Commissions payable to you for any month are less than $200.00, IP2Location.com will hold your Commissions until the total amount due is at least $200.00 or until this Agreement is terminated.

(b) Charitable Contribution. Unless you and IP2Location.com otherwise agree in writing, IP2Location.com may remit any payment otherwise due to you as a contribution in your name to a 501(c)(3) charitable nonprofit organization of IP2Location.com's choice (or any charity agreed upon in writing by you and IP2Location.com) if: (i) you fail to provide IP2Location.com with accurate and complete contact information; and (ii) the funds remain outstanding for more than 12 months. If IP2Location.com makes such a contribution, its obligation to you shall be reduced by the amount of that contribution.

(c) Termination Fees. If you or IP2Location.com terminate your Account, and you have less than $200 in accrued but unpaid Commissions then outstanding, IP2Location.com may charge you a $30 processing fee when sending you your final payment to cover its administrative costs.

6. Identifying Yourself As An Affiliate.

6.1 Logo. IP2Location.com will make available to you a small graphic image that identifies you as a IP2Location Affiliate Program participant. You may display this logo or the phrase "In affiliation with IP2Location.com" somewhere on your web site or web space. IP2Location.com may modify the text or graphic image of this notice from time to time. In addition, IP2Location.com encourages (but does not require) you to include a Special Link on your web site to the IP2Location.com home page at http://www.IP2Location.com.

6.2 All other Communications. Except as provided for in the Affiliate Guidelines, you may not make any press release with respect to this Agreement or your participation in the Affiliate Program without IP2Location.com's prior written consent, which may be given or withheld in its sole discretion.