Affiliate Agreement

This agreement outlines the "fine points" of the relationship between you (the Affiliate) and Internet Retail Connection, LLC. If you have any questions about these terms, please feel free to contact us.

1) TERM OF THE AGREEMENT

The term of this Agreement will begin upon our acceptance of your Affiliate application and will end when terminated by either party. Either the Affiliate or Internet Retail Connection, LLC may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Affiliate is only eligible to earn referral fees on sales occurring during the term.

Internet Retail Connection, LLC reserves the right to deny any Affiliate application.

2) MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

3) PROMOTION OF OUR AFFILIATE AGREEMENT

As an Affiliate Site, we will make available to you a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Program and will establish a link from your site to ours.

a. Agreements Regarding Links: In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. You also agree that you will display in your site only those graphic or textual images (indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of your site to our site will in no way alter the look, feel, or functionality of our site.

b. We will refuse all applications or signups from affiliates which we believe participate in spyware, adware or parasiteware techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the program and will forfeit all commissions.

4) OUR RESPONSIBILITIES

We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for processing every order placed by a customer following a special Link from your site to our site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate Sites regarding sales statistics via our reporting platform, ShareASale. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.

5) OTHER RESPONSIBILITIES AND OPPORTUNITIES OF AFFILIATE SITES

a. If you qualify and agree to participate as an Affiliate Site, you shall display Links prominently throughout your site as you see fit and with our consent.

b. Contests and Promotions: As an Affiliate Site, you will be entitled to participate and promote on your site any sweepstakes, contests, and special promotions we may offer, and in connection therewith, we shall make such contests and promotions available to users of your site. In addition, you will be entitled to earn commissions for customer under the terms and conditions set forth under sections 7,8 and 9.

Compliance with the Agreement: We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you comply with the terms of this Agreement.

6) POLICIES AND PRICING

Customers who buy products at our site through the Affiliate Program will be deemed to be customers of Internet Retail Connection, LLC. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and Internet Retail Connection, LLC 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 Internet Retail Connection, LLC products sold under the Affiliate Program in accordance with our own pricing policies.

7) CREDITING SALES

Affiliate Commissions will be credited within a reasonable amount of time after the purchase has been made. If a customer receives a refund for a product after the Affiliate commission was credited and/or paid, Internet Retail Connection, LLC reserves the right to subtract the commission amount from Affiliates' commission that month or in future months.

8) COMMISSIONABLE ITEMS

Internet Retail Connection, LLC agrees to pay commissions for all items.

Commissions will be paid on the "Sale Price" of each item which is the actual price the customer pays for the items. Commissions will not be paid on customized products, licensing fees, scripting fees or on products for which Internet Retail Connection, LLC is a reseller or Affiliate.

9) COMMISSION ELIGIBILITY

Affiliates are not eligible to earn commissions on their original purchase of any Internet Retail Connection, LLC products.

Affiliate commissions are only given in relation to the purchase price of products, not tax or shipping charges.

The minimum commission check sent out will be determined by ShareASale. Any amount less than the amount determined by ShareASale will be stored in your account until you refer another sale to bring your commission total above said amount.

10) ACCESS TO REPORTS

Through the application process, you will have the opportunity to register a user I.D. and Password and will have the ability to enter a password-protected site (via ShareASale) to receive your sales statistics on a daily basis.

11) COMMISSION RATES

Affiliates can earn 8-10% commissions. This means that if an Affiliate refers a customer to Internet Retail Connection, LLC, the Affiliate will earn 8-10% of the sale price paid by that customer.

Internet Retail Connection, LLC may offer Affiliates a higher or lower commission level based on performance, promotion or product.

12) TAX REPORTING REQUIREMENT

United States Affiliates (individual/resident/corporation/business) must provide ShareASale with a completed W-9 Federal Tax form before ShareASale will issue a check to the Affiliate. ShareASale agrees to issue a 1099 to Affiliates only if they reach the maximum payout allowed under Federal tax law (currently $600 - 3/30/01). ShareASale will provide Affiliates with the necessary form.

13) 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.

14) PUBLICITY

You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our prior written consent, which we agree shall not be unreasonably withheld.

15) LICENSES AND USE OF THE Internet Retail Connection, LLC LOGO AND TRADEMARKS

a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITES THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE Internet Retail Connection, LLC TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (BUT ONLY IN THE FORM(S) THAT THEY APPEAR AS PROVIDED ) (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF PROMOTING Internet Retail Connection, LLC PRODUCTS ON YOUR SITE. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING OF OUR AFFILIATE PROGRAM.

b. You shall not make any specific use of any Licensed Materials for purposes other than promoting Internet Retail Connection, LLC Products on your site for Internet Retail Connection, LLC, without first submitting a sample of such to us and obtaining the prior written consent of your Internet Retail Connection, LLC representative, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license immediately, by giving you written notice.

c. You grant to us a non-exclusive license to utilize your names, titles, and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

16) OBLIGATIONS REGARDING YOUR SITE

a. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting product reviews, descriptions, and references on your site and linking those descriptions to our site; the accuracy and propriety of materials posted on your site (including, but not limited to, all Internet Retail Connection, LLC Product-related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. b. We disclaim all liability for all such 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, and contents of your site.

17) TERM OF THE AGREEMENT

The term of this Agreement will begin upon our acceptance of your Affiliate 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 notice of termination. You are only eligible to earn bounty payment(s) on sales occurring during the term, and bounty payment(s) earned through the date of termination will remain payable only if the related Internet Retail Connection, LLC Product orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

18) RELATIONSHIP OF PARTIES

You and Internet Retail Connection, LLC 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.

19) DISCLAIMERS

We make no express or implied warranties or representations with respect to the Affiliate Program or any Internet Retail Connection, LLC Products sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

20) REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant to us as follows:

a. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

b. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

c. You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

d. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.

e. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

21) CONFIDENTIALITY

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

22) 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 AFFILIATE 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 AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION PAYMENT(S) PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

23) INDEMNIFICATION

You hereby agree to indemnify and hold harmless Internet Retail Connection, LLC and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

24) SPAM POLICY

We do not and will not tolerate the sending of unsolicited email messages and will prosecute all offenders to the fullest extent of the law. By agreeing to the terms and conditions of this agreement, you also agree to the following.

a) e-mails promoting Internet Retail Connection, LLC shall not contain or include a falsified sender domain name or falsified IP address;

b) e-mails promoting the Internet Retail Connection, LLC advertisements shall not be routed or relayed through servers that the sender does not have explicit authorization to use;

c) e-mails promoting the Internet Retail Connection, LLC advertisements shall not contain or include a false or misleading subject line that attempts to disguise or conceal the content of the e-mail;

d) all e-mails shall contain or include valid and responsive contact information of the sender, list manager or list owner; This includes your physical address.

e) no e-mails promoting Internet Retail Connection, LLC shall be sent for the purpose of harvesting the e-mail addresses in order to send future unsolicited e-mails;

f) all e-mails promoting Internet Retail Connection, LLC will be sent to individuals who have given you their “Affirmative Consent” as defined in Sec. 3.1 of the “CAN-SPAM Act of 2003” (viewable at GPOAccess.gov) which by its reference is incorporated into this document.

g) every e-mail promoting Internet Retail Connection, LLC advertisements shall contain a functioning return electronic mail address or other Internet-based mechanism clearly displayed that a recipient may use to submit in a manner specified in the message a reply electronic mail message or other form of Internet-based communication requesting not to receive future e-mail messages from you

h) you shall process any and all opt-out requests within 5 business days, or less of the request.

i) unless otherwise directed by Internet Retail Connection, LLC in writing, you shall not use Internet Retail Connection, LLC, or it's represented advertisers names (including any abbreviation thereof) or any trademark, trade name, service mark, logo or other Internet Retail Connection, LLC identifying information in the originating or return e-mail address line, header or subject line of any e-mail transmission and that all e-mail transmissions shall contain language in the body and both the "from" line as well as the "re:" line that clearly announces that the offer embedded in the e-mail is being sent by you for the benefit of your users.

j) you agree and affirm to comply with all the rules and regulations set forth in the “CAN-SPAM Act of 2003” as well as all obligations and provisions herein.

25) MISCELLANEOUS

This Agreement will be governed by the laws of the United States and the State of Louisiana, 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 East Baton Rouge Parish, Louisiana, 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 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. Copyright 1999-2005 Internet Retail Connection, LLC.

By joining our affiliate program, you agree to abide by this agreement.