LAST UPDATED: June 28, 2011

BY PROMOTING THE PLATFORM YOU SIGNIFY YOUR CONSENT TO BE BOUND BY THE TERMS OF THIS COOPERATION AGREEMENT. THE AGREEMENT IS BETWEEN H.S. PRACTITEST LTD. (“PRACTITEST”) AND YOU (“REFERRER”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT YOU MUST NOT PROMOTE THE PLATFORM.

1. Services

Practitest hereby grants to the Referrer, during the Term (as defined below), the non-exclusive right, to (i) market, demonstrate, and promote Practitest’s online application available at www.practitest.com or at any subdomains of this site or other sites owned by or operated for Practitest (the “Platform”) and direct potential customers to Platform, (ii) train and provide ongoing first tier of support to Account Holders (as defined in Exhibit A) for the Platform as shall be mutually determined by the parties, (iii) use Practitest’s trade names and marks (the “Trademarks”), and (iv) use and distribute unmodified marketing, promotional and technical materials (the “Documentation”) provided by Practitest relating to Practitest and the Platform, (collectively, the “Services”).

2. Practitest Support

During the Term, a personal Practitest representative shall be designated to the Referrer to handle all Referrer’s requests, needs and issues. In addition, Practitest will provide email support at: affiliates@practitest.com.

3. Referral Fees and Payment

In consideration for the Services, Practitest shall pay Referrer the referral fees as detailed in Exhibit A (the “Referral Fees”). Referrer shall have no claims to fees originated by users not referred solely by Referrer. Referrer shall bear all federal, state, foreign and local taxes and assessments that may apply to the Referral Fee and this Agreement. To the extent required by applicable laws, Practitest may provide information regarding the Referral Fee to any governmental agency. Payments made to Referrer will be deemed full and final settlement of Referral Fees due for the period indicated if not disputed by Referrer in writing within thirty (30) days from payment.

Payment of the Referral Fees due to Referrer may be withheld for a reasonable time in order to ensure that the correct amount is paid. Practitest may offset any amount due to Practitest by Referrer under any agreement between the parties.

4. Referrer’s Undertakings and Representations

Referrer shall promote Practitest and the Platform, shall solicit potential users to register to the Platform, and shall diligently perform the Services. The manner in which Referrer shall target, approach and direct users to the Platform shall be approved in advance in writing by Practitest, including without limitation the use by Referrer of Practitest’s marketing and promotional materials.

Referrer shall comply with good business practices and all applicable laws and regulations, and shall conduct itself in a professional manner in accordance with industry standards so as not to cause disrepute or ill-favor to the Platform or Practitest. Without limiting the above, Referrer shall refrain from promoting the Platform through any means which (i) are directed at users who have not consented to receiving promotional messages from Referrer; (ii) do not truthfully identify the source or the originating address; or (iii) do not provide the recipient with an option to easily “opt-out” from receiving future mailings or promotions. In addition, Referrer will not engage, directly or indirectly, in conduct that Practitest, at its sole discretion, deems to be improper, unfair or otherwise adverse to the operation or reputation of the Platform or detrimental to other users of the Platform, including without limitation (i) operating, or advertising the Platform on, a website that contains or promotes content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, indecent, deceptive, cracking, hacking or warez, or links to a website that does so, (ii) causing or enabling any clicks or traffic to the Platform to be made that are not in good faith, including among others by means of any device, program, robot, hidden frames and redirects, and any other “bogus” traffic whether made by a program, a human or any other mean, (iii) placing links to the Platform in unsolicited email, spam, counters, guest books or through similar internet resources, and (iv) offering any person or entity any consideration or incentive (such as a “reward program”, discounts, rebates or any other benefits) to potential customers of the Platform.

Referrer shall bear all expenses and costs relating to its actions and obligations in connection with this Agreement, including without limitation costs of engaging any personnel in connection with the Services.

Referrer may not take any action on behalf of Practitest or otherwise present itself or permit any person to present itself as being authorized to bind Practitest in any way or make public any non-public information regarding Practitest, unless received advance written approval from Practitest. Without limiting the above, Referrer may not make any representation or warranty on behalf of Practitest or incur any expense or liability on behalf of Practitest unless it has received advance written approval from Practitest. Referrer shall allow Practitest to review samples of its marketing and promotional materials upon written request.

Referrer shall not directly or indirectly represent, cooperate or provide services similar to the Services to any competitor of Practitest during the term of this Agreement and for one year following its termination.

5. Links; Trademarks

Referrer acknowledges that the Trademarks are registered and unregistered trademarks of Practitest or others. Except as explicitly permitted in this Section , nothing in this Agreement or on the Platform should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark.

Referrer and anyone on its behalf shall not assert the invalidity, unenforceability, or contest the ownership of any of the registered and unregistered Trademarks, service marks, trade names, service names and logos of Practitest and its suppliers used with respect to the Platform, and all similar proprietary rights, together with all translations, adaptations, derivations and combinations thereof, all applications, registrations and renewals in connection therewith, and all rights to corporate names, metatags and universal resource locators owned or used by Practitest, in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice Practitest or Practitest’s licensor’s rights in such items, render the same generic, or otherwise weaken, dilute, blur or tarnish their validity or associated goodwill.

6. Confidentially and Proprietary Information

Either party may have access to confidential information concerning the other Party’s and its Referrers’ and Referrers’ business and financial activities and information and technology, research and development, including without limitation banking, investments, investors, properties, employees, marketing plans, customers, trade secrets, and test results, processes, data and know-how, improvements, inventions, techniques and products (actual or planned)(collectively, whether documentary, written, oral or computer generated, “Confidential Information”). Each party acknowledges that the Confidential Information of the other party constitutes valuable confidential and proprietary information. Each party will (i) hold the Confidential Information of the other Party in confidence, (ii) not disclose to any other person or use such Confidential Information or any part thereof, except in connection with the limited purpose of performing its obligations pursuant to the terms of this Agreement and except if compelled to do so under applicable law and has delivered a written notice to that effect to the disclosing party and taken all reasonable steps to avoid the disclosure of such Confidential Information, (iii) use at least the same degree of care with respect to the other Party’s Confidential Information as it uses to avoid the unauthorized use, disclosure or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (iv) promptly notify the other party in writing of any known breach of this Section or any of the other party’s proprietary rights. Each party will disclose the other Party’s Confidential Information, to the extent such disclosure is permitted under the terms of this Agreement, to its employees and agents on a “need to know” basis; provided in each case that such employees and agents are bound by confidentiality obligations similar to those in this Agreement.

During and after the term of this Agreement neither party shall disparage the other party or its products or services or personnel.

Practitest shall be the sole and exclusive owner of the database of names and contact information of all Account Holders. Referrer shall not be entitled to use any information concerning the use of the Platform by Account Holders except for the performance of its obligations under this Agreement.

All proprietary rights in the Platform, associated goodwill and Practitest’s products and services shall remain solely with Practitest. Referrer’s use of any of Practitest’s trademarks, trade names or service marks shall be made solely in connection with the Services and subject to the prior written approval of Practitest.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL PRACTITEST, ITS REFERRERS, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY LIABILITY WHATSOEVER INCLUDING, DIRECT (EXCLUDING PAYMENT OBLIGATIONS UNDER THIS AGREEMENT) AND INDIRECT DAMAGES, LOST PROFITS OR DATA, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, PRACTITEST’S SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING WIHTOUT LIMITATION NEGLIGENCE), AND INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OR MALFUNCTION OF ANY SOFTWARE, HARDWARE, COMMUNICATION TECHNOLOGY OR OTHER SYSTEM.

8. NO WARRANTIES & INDEMNIFICATION

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, PRACTITEST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PLATFORM, LINKS IN THE PLATFORM, OR THE PLATFORM BEING ACCESSIBLE OR FREE OF ERRORS, VIRUSES OR SECURITY THREATS.

Referrer agrees to indemnify, defend and hold harmless Practitest and its subsidiaries, directors, officers, employees and suppliers from and against any and all liability, claims, costs, expenses, injuries and losses, including reasonable attorneys’ fees and costs, arising directly in connection with the Services, Referrer’s operations or out of any disputes between Referrer and any other party relating to this Agreement, the Platform or to any services which may be provided by Practitest.

9. Term; Termination

This Agreement will begin on the Effective Date and continue for one (1) year thereafter (the “Term”). The Term shall automatically be extended for additional one (1) year periods.

Either party may terminate this Agreement at any time without cause by giving the other party thirty (30) days prior written notice.

Practitest may terminate this Agreement upon a thirty day written notice if the Referrer does not reach the minimum milestone as set forth in Exhibit A.

Either party will be entitled to notify the other of immediate termination of this Agreement at the occurrence of one or more of the following events: (i) a receiver, trustee, or liquidator of the other party is appointed for any of its properties or assets, (ii) the other party admits, in writing, of its inability to pay its debts as they mature, (iii) the other party makes a general assignment for the benefit of creditors, (iv) a petition for the re-organization of the other party or an arrangement with its creditors, or readjustment of its debts, or its dissolution or liquidation is filed under any law or statute, whether voluntary or involuntary, (v) the other party ceases to carry on business, or (vi) the other party materially breaches this Agreement or fails to perform any of its obligations hereunder within 30 days from receipt of written notice of breach by such party.

Upon termination of this Agreement for any reason: (i) Referrer shall immediately cease any use of any of Practitest’s trademarks and shall be entitled to no compensation for goodwill, (ii) Referrer shall promptly return to Practitest all documents and other materials relating to the Trademarks, Practitest Confidential Information and all copies thereof. Sections 3, 4, 5, 6, 7, 8 and 10 shall survive the termination of this Agreement.
Subject to the minimum milestone set forth in Exhibit A, Referrer shall be entitled to Referral Fees for as long as a potential customer which becomes an Account Holder continues to hold an account on the Platform (the “Entitling Period”).

In the event that Referrer shall not achieve the minimum milestone within any twelve month period (“Non-achieved Period”), this Agreement shall terminate.

10. Miscellaneous

This Agreement and its exhibits set forth the entire agreement between the parties, supersede all previous understandings between them (oral or written). Practitest may modify any of the terms of this Agreement (including without limitation the terms of the Referral Fees) at any time(s) and in its sole discretion, upon posting notice. This Agreement and Referrer’s obligations may not be assigned by Referrer, by operation of law or otherwise. This Agreement may be freely assigned by Practitest. This Agreement shall bind and inure to the benefit of each party’s successors and permitted assigns, and shall not be construed as conferring rights on any others. This Agreement is governed by the laws of Israel, regardless of its conflict of law rules. The parties consent to the exclusive jurisdiction and venue of Tel-Aviv, Israel courts for any dispute arising from or relating to this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. A party’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section titles in this Agreement are used solely for convenience and may not be used in the interpretation of this Agreement. The parties are independent contractors, and nothing in this Agreement creates any partnership, joint venture or agency relationship between them. Any notice required or permitted to be given under this Agreement shall be in writing and shall be personally delivered or sent to the parties’ addresses first set forth above or sent via facsimile. A party from time to time may change its address by giving written notice to the other party. All notices will be deemed received by recipient (i) if mailed by certified or registered mail, postage prepaid, seven (7) days after mailing, (ii) if sent via facsimile, upon transmission and confirmation of receipt on the first business day following transmission and confirmation of receipt, and (iii) on the first business day following the date sent by overnight express courier or messenger. Referrer declares that by accepting this Agreement it consent to, Practitest sending, and it receiving, by means of telephone, facsimile, SMS or e-mail, communications containing newsletters, notifications and any other content of a commercial nature relating to the Platform and related services. Referrer acknowledges that Practitest does not have to obtain Referrer’s prior consent (whether written or oral) before sending such communications to Referrer, provided that Practitest shall immediately cease to send any such further communications should Referrer notify Practitest in writing that Referrer does not wish to receive such content anymore.

Minimum Requirements:

Below are options for minimum requirements of Referrer. Practitest can terminate if requirements are not met:

The Referrer must refer one new paying Account Holder in each twelve (12) months during the Term, and each such account must generate at least US$400 Net Revenues per month.

Referral Fees:

Subject to referring at least the minimum milestones set forth above, Practitest will pay Referrer a Referral Fee (“Referral Fee”) of twenty percent (20%) of Net Revenues for as long as a potential customer which becomes an Account Holder continues to hold an account on the Platform (the “Entitling Period”). For avoidance of doubt, any transaction that may generate Net Revenues is subject to the Platform’s terms of use and to Practitest’s approval as Net Revenue, at its sole discretion. If Practitest returns for any reason any amount of Net Revenues, Referrer shall promptly upon Practitest’s notice refund to Practitest the Referral Fee paid to Referrer in relation to such Net Revenues.

In the event that Referrer shall not achieve the minimum milestone within any twelve (12) month period (“Non-achieved Period”), this Agreement shall terminate.

“Net Revenues” shall mean the revenues actually received by Practitest for each account opened on the Platform by a person or entity that is referred by the Referrer (the “Account Holder”), less any bonuses given to such user, charge backs, refunds, all related financial expenses that apply to the revenues generated from such user and to the payment of the corresponding Referral Fee to Referrer (clearing fees, bank fees and commissions, federal, state and local taxes), all based solely and exclusively on Practitest’s system’s data and calculations.

Payment Terms:

Payment of the Referral Fee shall be made within thirty (30) days after payment received by Practitest from the Account Holder. All payments will be due and payable in Practitest’s discretion in United States Dollars. Payment will be affected by wire transfer or any other mean in Practitest’s sole discretion, to Referrer’s bank account, the details of which shall be provided to Practitest by Referrer, or any other payment method nominated by Practitest from time to time.

If the total Fee due to Referrer is less than US$200, Practitest shall be entitled, in its sole discretion, to withhold the payment of such until the date that payment is made to Referrer of an aggregate sum that exceeds such minimum payout.