Affiliate Agreement

Non-Exclusive Online Affiliate Program Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Affiliate Program (the Program). As used in this Agreement, we means and you means the applicant. Site means a World Wide Web site and, depending on the context, refers either to the site of or to the site from which you will link to the site of . Customer means an individual or entity other than you.

1. Enrollment in the Program

To begin the enrollment process, you must submit a completed Program application available on our site. We will evaluate your application and will notify you of your acceptance or rejection. Among other reasons for rejection, we may reject your application if we determine, in our sole discretion, that your site is unsuitable for the Program. Unsuitable sites include, without limitation, those that:

 promote sexually explicit materials;

 promote violence;

 promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

 promote illegal activities; or

 violate intellectual property rights.

If we reject your application, you are welcome to reapply to the Program at any time.

2. Links on Your Site

A. Product Lists

You may select one or more of our products to list on your site. For each selected product, you will display on your site a short description, review, or other reference (provided that, as set forth in Section 7 herein, you do not include pricing information, and provided further that you do not make any representations or warranties regarding the products). You will be responsible for the content, style, and placement of these references. You will provide a special link from each product reference on your site to the corresponding online catalog entry of . Each link will connect directly to a single item in our online catalog, using a special link format that we give you. You may add or delete our products (and related links to our corresponding online catalog entry) on your site at any time without our approval. You agree to promptly make any changes to your references or links to our products that we may request.

B. Search Box

You may provide a search box that will permit site visitors to navigate directly to a page on the site that contains the results of their search queries. We will provide you with technical specifications describing how to include a search box on your site.

C. General Link to (Name of Company) Home Page

You may provide a general link on your site to our home page in a format to be approved by . We will provide you with guidelines and graphical artwork to use in linking to our home page.

3. Order Processing

We will process, authenticate and complete product orders placed by customers who follow special links from your site to the site of . We also reserve the right to reject orders. We will be responsible for all aspects of order processing and fulfillment for authentic and complete orders. Among other things, we will prepare order forms; evaluate credit worthiness; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products using special links from your site to our site and will send you reports summarizing this aggregate and anonymous sales activity. The form, content, and frequency of the reports may vary from time to time at our sole discretion. You agree that we shall own all such information and that you will not rent, sell, loan, barter, share or otherwise transfer or disclose such information to any third party without our prior written consent or in violation of any legal requirement. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your site and our site are properly formatted and functioning.

4. Referral Fees

We will pay you referral fees on certain product sales to third parties. For a product sale to generate a referral fee, the purchaser must: follow a special link [in the format specified by ] from your site to the site of ; after coming to the site of using a special link from your site, and before leaving the site of , purchase the product using our automated ordering system; accept delivery of the product at the shipping destination; and remit full payment to us (or allow a third party to remit such payment without asserting a chargeback or similar credit). We will not, however, pay referral fees on any products that are added to a purchaser's shopping cart after the purchaser has left the site and re-entered the site (other than through a special link from your site), even if the purchaser previously followed a special link from your site to our site. In addition, products listed in our catalog or in search results as "out of print" or "hard to find" are not eligible for any referral fees. Gift certificates are not eligible to earn referral fees. The Program is intended for commercial use only, and you may not purchase products through the Program for your own use or for you to give or sell to others. Such purchases may result, in our sole discretion, in the withholding of referral fees or the termination of this Agreement. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products."

5. Fee Schedule

You will earn referral fees based on the sale price of Qualifying Products according to fee schedules to be established by us. "Sale price" means the sale price listed in our catalog and excludes costs for shipping, handling, and taxes. The current fee schedule is 10% of the sale price for sales of all Qualifying Products.

6. Fee Payment

We will pay you referral fees on a quarterly basis. Approximately following the end of each calendar quarter, we will send you a check for the referral fees earned on our products that were shipped during that quarter, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar quarter are less than $100.00, we will hold those fees until the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated. If a product that generated a referral fee is returned by the purchaser, or if there is any type of chargeback for such product, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will retain such amount in reserve and apply it against your next subsequent payment.

7. Policies and Pricing

Customers who buy products through this Program will be deemed to be customers of . Accordingly, all rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

8. Identifying Yourself as an Affiliate

We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with " somewhere on your site. The logo or phrase may be linked to the following message, at your option:

is pleased to have

in the family of Affiliates. We've agreed to ship products and provide customer service for orders we receive through special links on .

Affiliates list selected products with editorial comment that helps you choose the right ones. We encourage you to visit often to see what new products they've selected for you.

Thank you for shopping with a Affiliate.

P.S. We guarantee you the same high level of customer service you would receive at . If you have a question about an order you've placed, please don't hesitate to contact us.

We may modify the text or graphic image of this notice from time to time. In addition, we encourage you to include a link to the home page at http://www.xxxxxxx.com.

9. Limited License

We grant you a non-exclusive, revocable right to use the icon and message described in Section 8 above solely for the purpose of identifying your site as a Program participant and to assist in generating product sales. You may not modify the icon, the message, or any of our images in any way. We reserve all of our rights in the icon, the message, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, (available at http://www. Xxxxxxx.com/tmguidelines.html) as those may change from time to time, and we have the right to require you to stop doing anything inconsistent with or contradictory to such guidelines. We may revoke your license at any time by giving you written notice.

10. Responsibility for Your Site

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

 the technical operation of your site and all related equipment;

 creating and posting product descriptions on your site and linking those descriptions to our catalog;

 the accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials);

 ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);

 ensuring that materials posted on your site are not libelous or otherwise illegal; and

 ensuring that you link to in the format specified by us.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, use and contents of your site.

11. Terms of the Agreements

The terms of this Agreement will begin upon our acceptance of your Program 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. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term, and fees earned through the date of termination, which will occur upon the giving of notice, will remain payable only if the related orders are not canceled or returned or if payment for such orders is not charged back. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

12. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules.

13. 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.

14. 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 payable to you under this Agreement.

15. Disclaimers

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, 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 ERRORFREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

16. 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 PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

17. Miscellaneous

This Agreement will be governed by the laws of the United States and the state of , without reference to rules governing choice of laws. 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 be 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.