DEFINITIONS

Site(s): www.RentACoder.com and www.2RentACoder.com
Exhedra: Exhedra Solutions, Inc. is the parent company and owner of the site
Bid Requests: Users of the site desiring to purchase customer software solutions via a reverse auction make bid requests on the site to solict bids from software developers.
Bids: Software developers place bids on bid requests, in attempts to solicit business.
Buyer: Person(s) or company(ies) placing one or more Bid Requests.
Seller:  Person(s) or company(ies) placing one or more Bids.
Coder: Another name for a Seller.
Affiliate: Person(s) or company(ies) registered to refer buyers to the site.
Affiliate Website: Web site (or group of web sites) that an affiliate uses to refer buyers to the RentACoder site.

1. TERM

The initial term of this Agreement shall be a period of one (1) year from the Effective Date. Thereafter, the Agreement shall automatically renew for subsequent one (1) year terms.  At any time, either party may terminate this agreement, with or without cause, upon thirty (30) days prior written notice. Exhedra reserves the right to immediately terminate any Affiliate who commits fraud, slander, a denial-of-service attack, violates any agreements with Exhedra, or commits any other action which it deems inappropriate. Neither party has made any commitments regarding the duration or renewal of this Agreement beyond those stated herein.
 

2. Acceptance

All applicants who apply for the affiliate program warrant that the following terms are met by their Affiliate Website. 

Affiliate Website may not promote (in any way) sexually explicit material, discrimination (whether based on race, age, gender, origin, sexual orientation, disability, religion or other means), violence, illegal activities, violation of intellectual property rights, defame Rent a Coder or Exhedra, offer services that compete with Rent a Coder, mislead or confuse customers about Affiliate's relationship with Rent a Coder or the Rent a Coder content, or that promote the violation of any Exhedra agreement.

Additionally, Exhedra may disqualify sites that do not meet its editorial standards or that are deemed (at our sole discretion) unsuitable for the affiliate program.

3. Referring Buyers

Affiliate can refer buyer via any of the affiliate links generated in the 'affiliate links' section of the site.  Affiliate warrants that they will not modify the code in any way.  Should the affiliate modify the code, Exhedra will not be liable in any way (for example for 'missed' affiliate credits), and if Exhedra determines the modification was malicious, the affiliate may be guilty of "fraud". 

4. Exhedra's Responsibilities

Per the description of "Credited Transactions" below, Exhedra is responsible for placing the cookie on the machine of buyers who come in through the Affiliate's links.   Additionally, Exhedra is responsible for tracking these buyers as they make their way through the www.RentACoder.com system.  Affiliate can view the progress of their referred buyers via the Exhedra site.

5. Credited Transactions
Affiliate will be assigned a "unique affiliate identifier" and will be credited when a buyer meets the following criteria:

• The buyer was referred by the affiliate's site via a valid affiliate link containing the proper "unique affiliate identifier".  Should more than one affiliate refer the same buyer, only the first affiliate will receive credit.  Note that buyers referred by an affiliate link, AFTER being referred by other means (i.e. links from other sites, paid advertising, etc.) are NOT credited to an affiliate, and if determined to be intentional (by Exhedra's sole discretion) can be deemed as "fraud".
   
• The buyer receives a cookie that allows them to be tracked.  Please note that a minority of Internet users choose to turn off or not accept cookies.  When this happens, the buyer is un-traceable by the affiliate system and the affiliate will not receive credit.  Affiliate is advised to encourage referred buyers to activate their cookies before clicking on their referral link, to guarantee proper tracing.
   
• The buyer posts a bid request.  This bid request and only this bid request is eligible for possible affiliate credit.  Any subsequent bid requests by this buyer are not credited.  Please note that attempting to create multiple alias accounts for the same buyer is considered "fraud".
   
• After one or more bids are received, the buyer accepts a coder who begins work.  When the coder completes work the buyer accepts that work as 100% complete. At this point, the affiliate is credited.  If the buyer chooses to accept the final work in percentages, then the affiliate is credited in percentages as well. 
  
  Should the project ultimately only go to partial completion (i.e the buyer accepts a percentage < 100% as complete by the buyer, and through arbitration or other means the bid request is 'called off'), the affiliate will be credited based on that %age of partial completion that occurred.

6. Fraud
Exhedra reserves the right to suspend any affiliate account that it suspects of fraud.  Fraud can be, but is not limited to the following. Please note that all determinations are to be made solely by Exhera at its sole discretion:

• Transactions where the buyer and the coder are the same party, or substantially the same party. 
• Transactions where buyer was already referred to the site via other means, and was intentionally re-referred with the aim to get additional affiliate credit.
• Transactions where the referral id or cookie was tampered with or modified in any way.
• Transactions where alias accounts are setup for a single buyer or essentialy a single buyer.

Affiliates guilty of "fraud" will be subject to strict penalties, as detailed under "default".

7. Affiliate Credits

Affiliates are credited a 1/3 profit split (calculated as profit x 0.33).  Profit is calculated as Revenues - Expenses.  Revenues are the Rent a Coder Fee on the bid request in question.  Expenses are 5% of the total bid request and apply to credit card pay pal fees, gateway fees, arbitration and other miscellaneous administrative expenses.

Since Profit varies by bidding type, the following commission schedule details this profit split for the different bidding types.

Auction type	Rent a Coder Fee	Expenses	Profit	Your 1/3 profit split
Open Auction	15%	5%	10%	3.3%
Private Auction	15%	5%	10%	3.3%
One on one enhancement	12.5%	5%	7.5%	2.47%
Bonus/Direct Payment	10%	5%	5%	1.65%

8. Super Affiliates

Once an Affiliate has earned over $500 in affiliate fees, they are eligible to apply for the super affiliate program.  If they qualify, they will earn an increased profit split of 50% (calculated as profit x .5).  Affiliates who wish to qualify must email the facilitator . Their account will be evaluated for fraud, and if it clears then all referrals made after approval will earn the increased profit split.

9. Payment

Affiliates are paid via the same system as Coders.  If an Affiliate is also a coder, their payments will be more conveniently lumped into a single payment.  Affiliate and Exhedra agrees to all the rules of payments as described in the "Payments" section of the Rent a Coder Seller agreement. (Affiliate agrees to assume the role of "Seller" in that agreement, and Exhedra agrees to assume the role of "Exhedra" in that agreement).

10. Returns, Chargebacks and Cancellations
Should a bid request that the Affiliate is paid a referral fee on, become later properly canceled, returned or is charged back, repudiated, or rejected by the buyer or seller, then the credit will be deducted from the Affiliate's account.  (Note that the timespan for this to occur will be limited to Exhedra's span of liability--which is 6 months after the funds are initially escrowed. After this period expires, the Affilate will no longer be liable should a return, chargeback or cancellation occur.) Should Exhedra determine that this is an intentional action initiated by or done in colloboration with the Affiliate, it (at its sole discretion) may determine that the affiliate is guilty of "fraud" and impose the penalties described under "default".

If already paid to the affiliate, this deduction will be taken from the Affiliates next payment.  If there is no 'next payment' then a bill will be sent to the affiliate who is liable to pay for it within 15 business days of receipt.  Affiliates who refuse to pay will be prosecuted to the fullest extent of the law and will be considered in default of this agreement.

11. Ownership