AFFILIATE PROGRAM AGREEMENT

This is a legal agreement between fringland ltd. ("fringland" or "we") and you as an individual or the entity which you represent. By clicking on the box to sign up for the fringland affiliate program, you are agreeing that you have read and understand the terms and conditions of this agreement, that you agree to be legally responsible for compliance with each and every term and condition, and that you are authorized to bind the entity you represent. By using the fringland site, you also agree to be bound by (1) the site's terms of use at www.fring.com/terms and (2) fringland's privacy policy, available at www.fring.com/privacy.htm.

This Affiliate Program Agreement ("Agreement") contains the complete terms and conditions that apply to your participating in the fringland Affiliate Program (the "Program"). The purpose of this Agreement is to allow you to link between a web site owned and controlled by you (the "Affiliate's Web Site" or "your site") and the fring.com web site or other web sites operated by fringland (the "fring Site"). This Agreement will become effective upon fringland's acceptance of your completed Affiliate Program Application by sending you an email (the "Effective Date"). fringland reserves the right to accept or reject your application in fringland's sole discretion. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program.

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement immediately.

Defined terms shall have the meaning set forth herein or in Exhibit A below.

• Linking to the fringland Site Links from Affiliate's Web Site.
• You will design and create the Placements. The Placements ,which will be within a frame as part of your site, will link for downloading the Software from fring site.
• As currently the Software is provided for free, in no event shall you charge, directly or indirectly, users for downloading the Software from your site including but not limited as part of the user's fee for using your site.
• You will provide service and support for your products that support the Software.
• You are solely responsible for the development, operation and maintenance of your site and for all content that appears at such locations.
• You shall not have any access to any personal information that the users of your site will submit in order to register to the fringland's services. To the extent that you do have access to such personal information you shall notify fringland immediately and shall treat such personal information as set forth in fringland's privacy policy at WWW.FRING.COM/PRIVACY.HTM
• Compliance with Applicable Laws
• You are solely responsible for the accuracy and appropriateness of all materials posted on Affiliate's Web Site, and for ensuring that your activities, including materials posted on Affiliate's Web Site are not defamatory, in violation of copyright laws or otherwise illegal. You further agree that your activities regarding or relating to fringland in any way, are in full compliance with all applicable laws in your jurisdiction. You agree to defend, indemnify and hold fringland harmless for any violations of the foregoing.
• Press Releases and Other Publicity
• You may not create, publish, distribute, or permit any written or electronically transmitted publicity material (including without limitation, advertisements and press releases) that makes reference to fringland, or the fringland Site without first submitting the material to fringland and receiving its consent in writing. You shall not issue any public statement(s) regarding the relationship with fringland without the prior written approval of fringland.
• Advertising commonly referred to as "spamming" could damage fringland's goodwill. You shall not undertake any spamming referring to the fring Site or other fringland Marks. You shall not refer to the fringland Site or other fringland Marks in any unsolicited commercial email (UCE), postings to newsgroups or in cross-posting to multiple newsgroups at once, without fringland's advance written permission, which may be withheld at fringland's discretion. In addition, you shall not advertise in any way that effectively conceals or misrepresents your identity, domain name, or return email address.
• Although fringland always requires that its written consent be given for the uses above, fringland generally approves mailings so long as the recipient is already a customer or subscriber of your services, and recipients have the option to remove themselves from future mailings. fringland generally approves newsgroup postings so long as the news group specifically welcomes commercial messages. In all cases, you must always clearly represent yourself and the Affiliate's Web Site as independent from fringland.
• Modification
• fringland may modify any of the terms and conditions in this Agreement, including terminating this Agreement or the Affiliate Program at any time in its sole discretion. Modifications may include, but are not limited to, changes in the scope and fringland's Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AS SET FORTH BELOW. YOUR CONTINUED PARTICIPATION IN FRINGLAND'S AFFILIATE PROGRAM FOLLOWING THE POSTING OF THE CHANGE NOTICE OR NEW AGREEMENT ON THE FRINGLAND SITE WILL CONSTITUTE YOUR AGREEMENT TO THE CHANGES.
• Term and Termination
• The term of this Agreement will begin on the Effective Date and will end when terminated by either party. Either fringland or you may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate's Web Site, all links to the fringland Site, and all fringland trademarks and logos, other fringland Marks and all other materials provided in connection with this Agreement.
• Grant of Licenses
• Subject to the terms of this Agreement, fringland hereby grants to you, for the duration of the term of this Agreement, a worldwide, non exclusive, non-transferable, non-sublicensable, royalty free license to use and display fringland Marks in your site, solely to refer users to download the Software in connection with the Placements and exclusively for the purpose of promoting the download of the Software via your site.
• You grant to fringland a non-exclusive, non-transferable, revocable right to utilize your name, title, and logo in the advertising, marketing, promoting, and publicizing, in any manner, related to fringland's rights under this Agreement. fringland is not under any obligation to so advertise, market, promote, or publicize your participation in the Affiliate Program.
• You agree not to use fringland's proprietary materials, marks or other intellectual property in any manner that is disparaging or that otherwise portrays fringland in a negative light. Each party reserves all of its respective rights in the proprietary materials and intellectual property covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
• Nothing in this Section shall be construed in any manner to affect or modify either party's ownership rights in any preexisting or future works, trademarks, copyrights or technologies developed or created by either party.
• You will not at any time register or attempt to register any licensed trademarks or any other trademarks claimed or owned by fringland, or any word, symbol, or combination thereof that resembles or could be confused with a trademark claimed by fringland.
• All rights conferred on you pursuant to this Section shall terminate upon any expiration or termination of this Agreement.
• DISCLAIMER
• FRIGNLAND PROVIDES THE FRINGLAND SITE AND ALL CONTENT, SOFTWARE, INFORMATION AND SERVICES AVAILABLE THEREIN, "AS IS" AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING FRINGLAND OR ANY OF ITS SERVICES. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, FRINGLAND MAKES NO REPRESENTATION THAT THE OPERATION OF THE FRINGLAND SITE OR THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, AND FRINGLAND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, DOWNTIME OR ERRORS.
• Representations, Warranties and Covenants
• You represent, warrant and covenant that 1) you have full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; 2) you have sufficient right, title, and interest in and to the rights granted to fringland in this Agreement; 3) the material posted on Affiliate's Web Site does not defame any third party or violate or infringe upon the rights of any third party or any applicable copyright and other laws that pertain to it; 4) you shall not make any representations or warranties regarding the services provided by fringland; and 5) you shall not make or publicize any statements that are disparaging of fringland or that otherwise portray fringland in a negative light.
• LIMITATIONS OF LIABILITY
• NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, FRINGLAND WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF FRINGLAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL FRINGLAND'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY) BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE FEES PAYABLE TO YOU UNDER THIS AGREEMENT, IF ANY.
• Indemnification
• You agree to defend, indemnify and hold harmless fringland and its employees, directors, representatives, agents, and affiliates (collectively, "Indemnified Parties"), against any and all claims, suits, actions, or other proceedings brought against fringland based on or arising from any claim resulting from your breach of the warranties and covenants in Section ?8. You agree to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action, or proceeding.
• Miscellaneous
• Entire Agreement. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. This Agreement may not be amended except in writing signed by the parties. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. All exhibits attached to this Agreement are incorporated hereby and shall be treated as if set forth herein.
• Relationship of Parties. You understand that all rights you have received hereunder from fringland are non-exclusive. The parties shall be deemed to be independent parties with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner as creating any partnership, joint venture, employment, contractor, agency, fiduciary, or other similar relationship.
• Assignment. You may not assign your rights or obligations under this Agreement to any party.
• Governing Law, Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Israel, without reference to the conflicts of laws principles thereof. The parties hereby irrevocably consent to the exclusive jurisdiction and venue of the courts of Tel Aviv-Yafo, Israel.
• Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
• Survival. Sections ?2, ?7, ?8, ?9, ?10 and ?11 shall survive termination of this Agreement.
• Notices. Any notice required under this Agreement may be given by email, fax or written letter to the number or address you provide.

YOU HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND, HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON YOU WITHOUT RESERVATION. YOU HAVE ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO YOU TO INDUCE YOU TO SIGN THIS AGREEMENT. YOU AGREE TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.


Exhibit A - Definitions
As used in this Agreement, the terms set forth below shall have the following meanings:

"fringland Marks" means the trademarks, trade names, service marks and logos of fringland that may be made available to you hereunder.

"Placements" means graphical links, text links, logos and other promotions that link directly from the Affiliate's Web Site to the download of the Software.

"Software" means a mobile handsets Voice over IP application software that fringland has developed

Updated: December 1, 2007