Affiliate Program Operating Agreement
(revised 08/04/03)

This Agreement, made and entered by and between HEALlix, Inc. ("HEALlix" or "we"), a Utah Corporation, with its principal place of business at PO Box 622 West Jordan UT 84084, and you, the affiliate ("you" or "Affiliate"), contains the complete terms and conditions that apply to your participation in the HEALlix.com Affiliate Program (the "Affiliate Program" or "Program")

1. Enrollment in the Program

You will submit a complete Affiliate Program application from our site. After we carefully review your application, we will notify you of your acceptance or rejection to the Program. We may reject your application (at our sole discretion) if we feel your site is unsuitable or inconsistent with the mission of HEALlix. If your site is accepted, HEALlix may terminate this Agreement anytime thereafter if your site is determined (at our sole discretion) to be unsuitable for the Program. Only sites in English, and based in the United States are eligible to participate in the HEALlix Affiliate Program.

2. Promotion of Our Affiliate Program

Upon your acceptance as an Affiliate Site, we will make available to you a variety of graphic and textual links (the "Links"), which, subject to the terms and conditions hereof, you may display as often and in as many areas of your site as you desire. The Links will serve to identify your site as a member of our Affiliate Network and will establish a link from your site to ours.

HEALlix Agrees To:

·        Pay Affiliate $10.00 per sale that you refer from your site. No fees shall be payable if a visitor leaves the HEALlix site without purchasing HEALlix.

·        Pay Affiliate on a monthly basis when your account has reached a minimum of $25.00. Accounts with a balance of less than $25.00 will roll over to the next month.

Affiliate Agrees To:

·        Remove all links regarding sweepstakes and other promotions on the date such promotions end, and agree to forfeit any commissions earned after the end date of the promotions if you continue to post such links.

·        Place HEALlix Links on your site.

·        Have sole responsibility for the development, operation, and maintenance of your site and for all the materials that appear on your site.

·        Ensure that all materials posted on your site are not illegal and do not infringe on the rights of any person or entity of any kind. We disclaim all liability for all materials on your site.

·        Indemnify, defend, and hold us harmless from all claims, damages, and expenses relating to the development, operation, and contents of your site.

·        Make sure that your site does not copy or resemble the look and feel of HEALlix or create the impression that your site is our site or a part of our site.

·        Submit the URLs for all sites you plan to use to promote HEALlix via e-mail to affiliates@HEALlix.com.

Publicity

You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our consent.

Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its 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 through a source or sources other than such party hereto or its affiliates.

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 Network, 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.

Limited License

We grant you a nonexclusive, nontransferable, revocable right to access our site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of linking your site to our site, solely for the purpose of identifying your site as a participant in the Program and assisting in increasing membership in HEALlix. You may not alter, modify, or change the Links in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the HEALlix Affiliate Program. We may revoke your license anytime by giving you written notice.

Disclaimers

We make no express or implied warranties or representations with respect to the HEALlix Web site or the HEALlix Affiliate Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Termination

The terms of this Agreement will begin upon acceptance of your application. This Agreement shall commence on the date of approval of your Affiliate Program application and shall continue thereafter in full force and effect until terminated at any time by either party by giving the other party written notice of termination. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links to our site, and all HEALlix.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

Modifications

We may modify any of the terms and conditions of this Agreement at any time. You will be notified by email, and a change notice will be posted on our site. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Affiliate Program after a change notice has been posted will constitute binding acceptance of the change.

Anti-Spam Policy

Affiliates will be removed from the HEALlix Affiliate Program and forfeit any pending commissions if they are caught spamming. Spamming is not allowed and will not be tolerated!

Independent Contractors

You and HEALlix are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.

Representations and Warranties

You hereby represent and warrant to us as follows:

1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
2. The development, operation, and contents of your site do not infringe upon the copyright, trademark, or any other right of any person or entity.

Independent Investigation

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate Web sites that are similar to or compete with your Web site. You have independently evaluated the desirability of participating in the HEALlix Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

Fraud

If you commit fraud or falsify information in connection with the registration of members in HEALlix through the Links on your site, this Agreement will be terminated immediately. In addition, you will be liable to HEALlix for any and all damages that HEALlix suffers as a result of such actions. You will also be responsible for returning to HEALlix all commissions received for fraudulent/falsified members, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.

Assignment

This Agreement and the rights and obligations hereunder may not be assigned by you without prior written consent of HEALlix.

Reservation of Rights

HEALlix may terminate this Agreement at any time if your site is determined (at our sole discretion) to be unsuitable for the Program, even if your site has not changed since the time that your Affiliate Program application was accepted. HEALlix also reserves the right to monitor Affiliate sites at any time to determine whether they are in compliance with this Agreement.

Governing Law

This Agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New York, New York, and you irrevocably consent to the jurisdiction of such courts. 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. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.