MySafetyPlace :: Affiliate Agreement

AFFILIATE AGREEMENT

This Affiliate Agreement (the “Agreement”) contains the complete terms and conditions that apply to an individual’s or entity’s (referred to from time to time herein as “you,” “your,” and “Affiliate”) participation in the Affiliate Program (the “Program”) of MySafetyPlace, LLC (the “Company”) and the establishment of links from your web site, or other advertising means, to the Company’s main home page at http://www.mysafetyplace.com (the “Main Home Page”).

Section 1. Enrollment. To begin the enrollment process, you must submit a complete Affiliate application via the Company’s web site. Your application will be evaluated, in good faith, and we will notify you of your acceptance or rejection in a timely manner. Your application may be rejected if we determine (at our sole discretion) that your site is unsuitable as one of our Affiliates, for any reason, including, but not limited to, the inclusion of content on your web site that is unlawful, harmful, threatening, defamatory, obscene, harassing, or otherwise objectionable. If we reject your application, you are welcome to reapply as an Affiliate at any time. If we accept your application and your site is, at a later date, determined (at our sole discretion) to be unsuitable as an Affiliate, we may immediately terminate this Agreement and will notify you accordingly.

Section 2. Affiliate Links; Limited License; Tracking.

(a) Once you have been notified that your site has been accepted into the Affiliate Program, you may provide one or more links to the Main Home Page on your site or in advertising of your choice. The Company will provide you with guidelines to use in linking to the Main Home Page and will provide to you with access to a library of graphic images that you can use to identify your site as an Affiliate. You must display this logo somewhere on your site, with the words, “MySafetyPlace.com Affiliate” below it, and use the special link format to link to the Main Home Page. The Company may modify the text or graphic images from time to time. You may not create, publish, distribute or permit any written material that makes reference to the Company without its prior written consent, which may be given or withheld in the Company’s sole discretion.

(b) The Company grants you a nonexclusive, revocable right to use the graphic images and text described in Section 2(a) and such other images for which we grant express permission, solely for the purpose of your participation in the Affiliate Program and to assist in generating orders. You may not modify any graphic image or text, or any other of our images, in any way. The Company reserves all of its rights in the graphic images and text, any other images, its trade names and trademarks, and all other intellectual property rights. The Company may revoke your license at any time by giving you written notice and such license shall terminate immediately upon the termination of this Agreement.

(c) In order to permit accurate tracking, reporting, and referral fee accrual, the Company will also provide you with a special linking format to be used in all links between your site and the Company’s site. You are responsible for ensuring that each of the links between your site and the Company’s site properly utilizes this special linking format. Links to the Company’s site placed on your site pursuant to this Agreement and which properly utilize the special linking format, are referred to herein as “Affiliate Links.” You will only earn referral fees with respect to activity on the Company’s site occurring directly through Affiliate Links. The Company will not be liable with respect to any failure by you to property set up and/or use Affiliate Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

Section 3. Order Processing. The Company will process orders for its products and services placed by customers who follow Affiliate Links from your site to the Company’s site. The Company reserves the right to reject orders that do not comply with any requirements that the Company periodically may establish. The Company will be responsible for all aspects of order processing and fulfillment for its own products and services including, but not limited to, preparing order forms, processing payments and cancellations, and handling customer service and support. The Company will track sales made to customers who purchase its products and services using Affiliate Links from your site to the Company’s site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at the Company’s discretion.

Section 4. Referral Fees. The Company will pay you referral fees on sales to third parties. For a sale to be eligible to earn a referral fee, the customer must follow an Affiliate Link from your site to the Company’s site, place an order using our automated ordering system and remit full payment to the Company. The Company will not, however, pay referral fees on any orders that are added to a customer’s Shopping Cart after the customer has reentered our site (other than through an Affiliate Link), even if the customer previously followed an Affiliate Link from your site to the Company’s site. The Affiliate Program is intended for commercial third party use only, and you may not place orders through the Affiliate Program for your own use. Such orders may result (at our sole discretion) in the withholding of referral fees or the termination of this Agreement. Orders that are eligible to earn referral fees under the rules set forth above are referred to as “Qualifying Orders.”

Section 5. Fee Schedule and Payments. You will earn referral fees based on Qualifying Orders. Payments will be made to Affiliates after the customer has signed up with the Company. Revenues derived by the Company from net sales of Qualifying Orders, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, and bad debt constitute “Qualifying Revenues.” The current referral fee schedule is: 20% of Qualifying Revenues from Qualifying Orders. The Company will pay you referral fees on a monthly basis for up to one year or through the date of termination of this Agreement, whichever is earlier. Approximately thirty (30) days following the end of each month, the Company will send you a check for the referral fees earned on Qualifying Orders that were placed during that month, less any taxes that the Company is required by law to withhold. If referral fees for any particular month total less than $50, the Company will accrue such amounts until the Affiliate has reached a minimum of $50 in commissions during a payout period and will then send you a check as described herein. You will be given a password and have the ability to enter a password-protected site to receive your Qualifying Orders statistics on a daily basis. Additional referral fee information can be found on the Company’s website.

Section 6. Policies and Pricing. Customers who place orders through the Affiliate Program will be deemed to be customers of MySafetyPlace.com. Accordingly, all of the Company’s rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. The Company reserves the right to change its policies and operating procedures at any time. The Company will use every reasonable effort to present accurate pricing information.

Section 7. 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, including, but not limited to, the technical operation of your site and all related equipment, the accuracy and appropriateness of materials posted on your site, 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), and ensuring that materials posted on your site are not libelous, illegal or otherwise in violation of this Agreement. The Company expressly disclaims all liability for these matters.

Section 8. Term. The term of this Agreement will begin upon our acceptance of your 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 thirty (30) days prior written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the Company’s site, and all of the Company’s trademarks, trade dress and logos, and all other materials provided by or on behalf of the Company to you pursuant hereto or in connection with the Affiliate Program. You are only eligible to earn referral fees on Qualifying Orders through the date of termination and you agree that the Company may withhold your final payment for a reasonable time to ensure that the correct amount of referral fees is paid.

Section 9. Modifications. The Company may modify any of the terms and conditions contained in this Agreement, at any time and at its sole discretion, by posting a change notice on its web site and emailing you such a notice. Modifications may include, but are not limited to, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following a modification to the terms of this Agreement constitutes your binding acceptance of the Agreement, as modified.

Section 10. Relationship of Parties. The relationship between you and the Company is that of independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on behalf of the Company. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section 10.

Section 11. Independent Investigation. You acknowledge that you have read this Agreement and agree to all of its terms and conditions. You understand that the Company may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained herein or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

Section 12. Miscellaneous. This Agreement will be governed by the laws of the State of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in San Mateo County, California, 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. You should print and retain a copy of this Agreement for your records.