Branders.com, Inc. works with others to increase our sales and share the value of these increases through our Affiliate Program. The complete terms and conditions of our Affiliate Program are contained in this Agreement. Branders may change these terms and conditions from time to time. The terms and conditions in effect at the time of a Qualified Sale will govern the rights and obligations of the parties with respect to that Qualified Sale.

1. Definitions.
   
   Affiliate. an individual or organization having submitted a complete and truthful Affiliate Application, having been subsequently approved by Branders to participate in the Affiliate Program, and not terminated. Applicants for Affiliate status that have not been approved by Branders are not Affiliates. Individuals or organizations approved by Branders to participate in the Affiliate Program but later terminated are not Affiliates.
   
   Affiliate Application. an application provided by Branders for use by individuals and organizations to apply to Branders to become an Affiliate.
   
   Affiliate Program. the terms and conditions pursuant to which 1) Affiliates are designated and terminated and 2) rights and obligations between Branders and Affiliates are defined.
   
   Affiliate Site. a website operated by an Affiliate.
   
   Affiliate Link. Referrer ID Tags defined by Branders and placed by Affiliates on Affiliate Sites that link an Affiliate Site to a site specifically designated by Branders for Affiliate use.
   
   Affiliate Registrant. an individual or organization that, before placing an order with Branders, has used an Affiliate Link to reach a site specifically designated by Branders for Affiliate use and, once there, registers during that session. No individual or organization can become an Affiliate Registrant more than once.
   
   Affiliate Customer. an Affiliate Registrant that places an order within 90 days of having registered and pays for the order within 45 days of order receipt. Affiliate Customer does not include Affiliate Registrants that return a purchase or, for any reason, do not pay for a purchase. No Affiliate Registrant can become an Affiliate Customer more than once.
   
   Creative. words, images, or combinations of words and images provided by Branders for display on an Affiliate Site.
   
   Program Email Address. for Branders, Affiliates@Branders.com, or such email address as Branders provides from time to time as the email address for notices. For an Affiliate, the email address provided on the Affiliate Application, or such email address as the Affiliate provides from time to time as the email address for notices.
   
   Qualified Sale. a sale made by Branders that changes the status of an individual or organization from Affiliate Registrant to Affiliate Customer.
   
   Referral Fee. 5% of the base value (excluding decoration, set-up and shipping fees and taxes) of the first order placed by an Affiliate Customer using an Affiliate Link during the term of this agreement
   
   Referrer ID Tags. URLs designated by Branders and designed to facilitate proper tracking and other aspects of Affiliate Program administration.
   
   
2. Application. Individuals and organizations interested in becoming an Affiliate begin the process by completing and submitting a complete and truthful Affiliate application. Branders will accept or reject applicants in its sole discretion.
   
   
3. Affiliate Customer Count. Branders count of new Affiliate Customers will be the count used for all purposes in connection with the Affiliate Program.
   
   
4. Order Acceptance. Branders reserves the right to reject orders that do not comply with general order requirements that Branders may establish from time to time.
   
   
5. Payment. Within thirty (30) days following the end of each month, Branders will pay Affiliate an amount equal to the Referral Fees in the immediately preceding month, provided that amount is $100.00 or more. In the event the amount is less than $100.00, the amount will be carried forward and added to any Referral Fees earned by Affiliate in subsequent months until the total exceeds $100.00 and then will be paid as stated. In the event of termination, Branders will pay Affiliate any amounts owed within thirty (30) days following the end of the calendar month in which the termination occurred.
   
   
6. Creative and Trademarks. Branders will provide Affiliate with Creative for display on Affiliate Site. Branders grants Affiliate a non-exclusive, revocable license to use Creative, subject to Branders continuing approval of the display. Branders may terminate this license at any time, with or without cause, upon two (2) business days notice to Affiliate. Notwithstanding the foregoing, this license is automatically terminated without notice upon termination of Affiliate status by Affiliate. Affiliates themselves will be solely responsible for ensuring that Affiliate Links are formatted properly to ensure accurate tracking.
   
   
7. Reporting. Branders will provide Affiliate with reports listing the number of new Affiliate Customers and the amounts of Referrals Fees earned and paid. The form, substance, and frequency of the reports may vary from time to time in our discretion. Branders will not disclose identifying information regarding individuals or organizations to Affiliate.
   
   
8. Limitation of Obligations. Branders will have no obligation to Affiliate other than as set forth in paragraphs 4 and 6 above. Branders will have no responsibility for the development, operation, or maintenance of an Affiliate Site.
   
   
9. Freedom to Solicit and Compete. Branders is free to solicit customer referrals on terms that are different than those contained in these terms and conditions. Branders may solicit referrals through sites that are similar to or compete with yours.
   
   
10. Relationship of the Parties. Branders and Affiliate are independent contractors. Nothing herein will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party has the authority to make or accepts representations or offers on behalf of the other.
    
    
11. Limitation of Liability. Neither party will be responsible to the other for indirect, special, or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement, even if advised of the possibility of such damages, except for unauthorized use of Creative by Affiliate. Neither party will be liable for the consequences of any interruption of the operation of their respective web sites. Furthermore, the aggregate liability of either party to the other arising with respect to this Agreement will not exceed the total of Referral Fees Affiliate earns in the Affiliate program during a calendar.
    
    
12. NO WARRANTY. BRANDERS MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE AFFILIATE PROGRAM OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE AFFILIATE PROGRAM INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. NEITHER BRANDERS NOR AFFILIATE WARRANT THAT OPERATION OF THEIR RESPECTIVE WEB SITES WILL BE UNINTERRUPTED OR ERROR-FREE.
    
    
13. Termination. Either party may terminate Affiliate's status as an Affiliate, with or without cause, effective upon two (2) business days notice to the other. Such notice may be given using the appropriate Program Email Address.
    
    
14. Miscellaneous. Interpretation of the Affiliate Program will be governed by the laws of the State of California, without reference to rules governing choice of laws. These terms and conditions constitute the entire understanding of the parties regarding the matters addressed herein and supersede any prior understandings or agreements, whether written or oral, regarding these matters. Failure by either party to enforce strict compliance with the terms and conditions will not act as a waiver of a right to subsequently enforce any provision of this Agreement. Affiliate may not assign its interest in or rights and obligations under these terms and conditions without prior written consent from Branders. In the event that a tribunal of competent jurisdiction finds any of the terms and conditions unenforceable, such finding shall not affect the enforceability of the remaining provisions.