This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation, hereinafter referred to as "participant", in the DeSoto Systems, Inc. Affiliate Program, hereinafter referred to as "Program". Please print a copy of this agreement for your records.

1. Enrollment in the Program


To begin the enrollment process, a participant must submit a complete Affiliate application via our web site. The application will be evaluated, in good faith, and we will notify the participant of their acceptance or rejection in a timely manner. An application may be rejected if we determine (at our sole discretion) that the participant is unsuitable as one of our Affiliates, for any reason, but not limited to the inclusion of content on the participants web site or products sold that are unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable.

If we reject your application, you are welcome to reapply to become an Affiliate at any time.

If we accept your application and your site or products and services are, at a later date, determined (at our sole discretion) to be unsuitable for the program, we may terminate this Agreement.


2. Promotion of our Relationship


Once the participant has been notified they have been accepted as a program Affiliate, they may, at their own expense, advertise our products and services with their own.


3. Referral Processing


We will contact prospective customers that have been referred by program participants after they have been entered into the system by accessing your account on the Desoto Systems, Inc. web site. We reserve the right to reject referrals that do not comply with any guidelines that we periodically may establish. The first guideline is that we be able to use your name or company name as the referrer to the company referred. In addition, the company referred must have a valid business license. A referral will also be rejected if the company is unsuitable as one of our customers, for any reason, but not limited to the inclusion of content on the participants web site or products sold that are unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. In the event that a company is referred that is either a present client of DeSoto Systems, Inc or a company that was referred by an Affiliate, the referral will be rejected. We will be responsible for all aspects of sales and development process. Among other things, we will prepare agreements; consult with customers on their needs; prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products or services based on the referrals entered into the online system and will make available to reports summarizing a participant's sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion. The affiliate will be required to refer at a minimum three (3) new companies per year in order to received continued referral fees on previously referred companies.


4. Referral Fees


We will pay a referral fee to participants who have entered a referral company's information into the online system using the account that was setup for the participant for product and service sales referral after the referred customer makes payment to DeSoto Systems, Inc. The Program is intended for commercial use only, and you may not purchase products or services through the Program for your own use or for any company that you either work for or have ownership interest in. Such purchases may result (at our sole discretion) in the withholding of referral fees or the termination of this Agreement. Products and services that are eligible to earn referral fees under the rules set forth above are referred to as "qualified products and services".


5. Referral Fee Schedule


You will earn referral fees based on qualifying revenues according to referral fee schedules to be established by us. "Qualified revenues" are revenues derived by us from our net profit of qualifies products and services, excluding costs for product, shipping, handling, taxes, service charges, credit card processing fees, and bad debt. The current referral fee schedule is: 10% of qualified revenues from the sale of product and services that are purchased from DeSoto Systems, Inc.


6. Referral Fee Payment


We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned on our sales of qualified products and services that were sold during that quarter, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any calendar quarter are less than $100.00, we will hold those referral fees until the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated. If a qualified product or service that generated a referral fee is returned by the customer or if customer refuses to make payment, we will deduct the corresponding referral fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the referral fee.


7. Customers


After a customer is referred to DeSoto Systems, Inc. through the online system, customer will be owned by DeSoto System, Inc. However, an affiliate will continue to receive referral fees as long as they are under contract.


8. Report of Sales


Participants will be given a password and have the ability to enter a password-protected site to receive sales statistics on a daily basis.


9. Policies and Pricing


Customers who buy products or services through the Program will be deemed to be customers of DeSoto Systems, Inc. Accordingly, all DeSoto Systems, Inc rules, policies, and operating procedures concerning customer orders, customer service, and product and service sales will apply to those customers. We may change our policies and operating procedures at any time. We will use every reasonable effort to present accurate information and prices at all times, but this information can be change from time to time.


10. Term of the Agreement


The term of this Agreement will begin upon our acceptance of your Program Affiliate application and will end when terminated by either party. Either you or we 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, you will immediately cease all referrals and return any materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral fees on our sales of qualified products and services occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.


11. Modification


We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice on our web site, emailing you such a notice, or, posting a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or the posting of a new agreement on our site will constitute binding acceptance of the change.


12. Relationship of Parties


You and we 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. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.


13. 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 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 Program will not exceed the total referral fees paid or payable to you under this Agreement.


14. Disclaimers


We make no express or implied warranties or representations with respect to the Program or any products or services sold through the Program (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 our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.


15. Miscellaneous


This Agreement will be governed by the laws of the United States and the state of Tennessee, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought to the Shelby County court located in Memphis, Tennessee, 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 provision or any other provision of this Agreement.