If your application to become an authorised Topoclimate Farming Smarter Reseller ("Reseller") is accepted by Topoclimate Services Pty Ltd ("Topoclimate Services") you will be notified that your application was successful and that you can participate in the Topoclimate Farming Smarter Reseller Programme (the "Programme"). The agreement between you and Topoclimate Services will be formed at the time your application is accepted and the terms and conditions set out below ("Terms") will apply. You must agree to be bound by all the Terms in order to become and remain a Reseller. Reference to "you" and "your" means the person named in the application and accepted by Topoclimate Services as a Reseller.

1. Duration of the Agreement

You must comply with the Terms until you cease to be a Reseller. Your participation in the Programme may be terminated at any time if either Topoclimate Services or you send notice of termination to the other.

Topoclimate Services will provide you with access to the Topoclimate Services website (the "website") but in order to access the Reseller areas of the website you must use a user name and password provided to you and approved by Topoclimate Services. You are responsible to protect the security of your username and password and to prevent any unauthorised use. If you believe there has been any loss or disclosure of your username or password you must promptly notify Topoclimate Services by email using the Topoclimate Services Guestbook and a new one will be provided.

3. Programme Rules

To continue to qualify as a Reseller you must comply with the rules of the Programme (the "Rules") as posted on the website from time to time.

To continue to qualify as a Reseller you must supply Topoclimate Services with a valid email address and also notify Topoclimate Services of any change to your email address should the original email address supplied with your application become invalid.

4. Promotion of Reseller

Topoclimate Services may produce promotional materials ("Promotional Materials") from time to time including information about you on the website.

You have a non-exclusive, revocable right to use the Promotional Materials but Topoclimate Services owns the copyright in the Promotional Materials.

In relation to any Promotional Materials provided or made available to you by Topoclimate Services:

• you must only use the Promotional Materials for the purposes of promotion of Topoclimate Services or yourself as a Reseller; and
• you must not alter the Promotional Materials.

You must not make any public announcement or representation in respect of this agreement, your role as a Reseller, the Programme or the outcomes a client may be able to achieve, unless you have the prior written consent of Topoclimate Services.

5. Linking

You may link your, or procure others to link their website to the Topoclimate website, without the prior written consent of Topoclimate Services. Approved resellers are actively encouraged to provide a link to their Topoclimate Reseller web page from their own website or those of their associates or affiliates.

The Rules and Terms may be changed by Topoclimate Services from time to time. A notice will be placed on the website ("Amendment Notice") if Topoclimate Services changes any of the Rules or the Terms. It is your responsibility to read any Amendment Notice and to inform yourself of any change which came into effect as soon as it was posted on the website.

You must terminate your participation in the Programme if, as a result of a change to the Rules or Terms, you do not wish to continue to participate in the Programme as a Reseller. If you continue to access the website after an Amendment Notice has been posted, you will be deemed to have agreed to the amended Rules and/or Terms.

Upon termination of your participation in the Programme:

• you must return all Promotional Materials to Topoclimate Services or destroy them (at Topoclimate Services's direction);
• you must cease to represent or identify yourself as a Reseller; and
• Topoclimate Services will remove all references to you from the website.

You warrant that the information you provide to Topoclimate Services on your application form ("Application Information") is true and complete. If you complete the application form on behalf of a company, you also warrant that you are fully authorised to bind that company as the applicant and as a party to this agreement. If any of the Application Information changes you must promptly notify Topoclimate Services of your new details.

8. Commissions

You will be entitled to earn a commission ("Commission") if any client referred through your Topoclimate Services website purchases the Topoclimate Farming Smarter Service. ("Purchase"). A commission will only be payable where the purchase results from a direct referral by you in accordance with and subject to the Rules and the Terms. Resellers will not be paid a commission on their own purchases.

Topoclimate Services reserves the right to reject any referral you make that does not comply with the Rules.

The commission to which you are entitled will be paid by Topoclimate Services to you within thirty days of the receipt by Topoclimate Services of the amount owing on an invoice provided to the client and containing your name and emailaddress as the Reseller. Until Topoclimate Services receives that amount Topoclimate Services bears no liability to pay any money to you.

9. Relationship of the parties

You and Topoclimate Services are independent contractors. Nothing in this agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between you and Topoclimate Services. You have no authority to make or accept any offer or representation on behalf of Topoclimate Services. You must not make any statement which could misrepresent the nature of this relationship.

10. Topoclimate Services's liability

Topoclimate Services, to the full extent permitted by law excludes all implied warranties and in particular, does not make any promise about the amount of commissions that you may be able to earn by being a Reseller.

Topoclimate Services, to the full extent permitted by law, excludes all liability to you (and any persons claiming through you) for indirect, consequential or punitive loss or damage, including any loss, loss of profits (whether actual or anticipated), any sum by way of interest on money paid or payable to a third party because of a breach of an obligation owed to that third party, or loss of goodwill.

11. Notice

Any notice or other communication to be given for the purposes of this agreement must be forwarded by email as follows:

If to Topoclimate Services: Submission using the Topoclimate Services Guestbook

If to You: the email address submitted by you on your application form.

12. Copyright

John Townsend of Topoclimate Services is the copyright owner of all MP3 and Windows Media audio recordings licenced through the Topoclimate Farming Smarter Programme. All rights reserved. 2005.

13. Governing law

This agreement is governed by the laws of New South Wales, Australia.

Agreement Version 1.1 24th August 2007.

IF YOU WANT TO BECOME A RESELLER AND, HAVING READ THE TERMS AGREE TO COMPLY WITH THEM, YOU SHOULD CHECK THE "I have read and agree to the terms and conditions" CHECK BOX AT THE BOTTOM OF THE RESELLER APPLICATION FORM. YOU WILL THEN BE ABLE TO APPLY TO BECOME A RESELLER.