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AFFILIATE AGREEMENT

This agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the LED Authority.com ® Affiliate Program (the "Program"). As used in this Agreement, "we" means LEDAuthority.com , Inc., and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to LED Authority.com's site located at the URL www.shopledauthority.com, or to the site that you will link to our site (and which you will identify in your Program application).

1. Enrollment in the Program

To begin the enrollment process, you will submit a complete Program application via our site.  We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but shall not be limited to, those that:

 

  1. Promote violence;
  2. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  3. Promote illegal activities;
  4. Attempt to copy and/or assume the creative or business identity of LEDAuthority.com in any manner; and/or,
  5. Otherwise violate intellectual property rights.
  6. Utilize parasite software
  7. Spam
If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement at any time.

2. Links on Your Site

Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more of the various links to our site that will be made available to you through our Affiliate Web Site. LEDAuthority.com will occasionally change the appearance and type of links made available to Affiliates. LEDAuthority.com may change the appearance of these links and may make changes to their appearance at any time without your prior consent or notification.

To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "special links." You will only earn referral fees with respect to activity on our site occurring directly through special links. We will not be liable to you with respect to any failure by you to use special 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.

3. Order Processing

We will process product orders placed by customers who follow special links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made by customers who purchase products using special links from your site to our 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 our discretion.

4. Referral Fees

We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain product sales to third parties. For a product sale to be eligible to earn a referral fee, the customer must follow a special link from your site to our site, select and purchase the product using our automated ordering system, accept delivery of the product at the shipping destination, and remit full payment to us. Any phone orders which have your broker number quoted will also be eligible if all other qualifications are met.

5. Referral Fee Schedule

You will earn referral fees based on qualifying revenues according to referral fee schedules to be established by us. "Qualifying revenues" are revenues derived by us from our sales of LEDAuthority.com ® online products, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, and bad debt. The current referral fee schedule is:

The Base Commission rate on LEDAuthority.com ® online products will be equal to 3 percent (3%) of Net Sales for Qualifying Revenues with the exception of bulk corporate orders. Other program options are available by contacting our office and each program has additional commission options. Additional commission option sales will be tracked according to the amount chosen.

6. Referral Fee Payment

We will pay you, as an independent contractor, referral fees on a monthly basis after accruing at least $10 in payment. Approximately 30 days following the end of each calendar month, we will send you a check for the referral fees earned on your sales of LEDAuthority.com ® online products that were shipped during that month, less any taxes that we are required by law to withhold. The parties agree the referral fees include all applicable tax(es) chargeable, including Goods and Service Taxes. You will remit the tax(es) as required by law.

7. Reports of Sales

You will be given the ability to enter a password-protected site to receive your sales statistics on a daily basis.

8. Policies and Pricing

Customers who buy products through this Program will be deemed to be customers of LEDAuthority.com;. Accordingly, all LEDAuthority.com 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.  We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

It is further the policy of LEDAuthority.com that marketing of any of its products by way of "SPAM" e-mail is prohibited. Any and all affiliates (and prospective affiliates) who participate in the use of "SPAM" e-mailing for anything pertaining to the business of selling signs will be disqualified from our affiliate program without notice. LEDAuthority.com will not accept responsibility for any "SPAM" e-mails sent by an affiliate pertaining to shopLEDAuthority.com. SPAM, for the purposes of this agreement is defined as the sending of unsolicited e-mail on the internet. From the sender's point of view, it is a form of bulk mail, often to a list culled from subscribers to a usenet discussion group or obtained by companies that specialize in creating e-mail distribution lists. Some apparently unsolicited e-mail is, in fact, e-mail people have agreed to receive when they register with a site and check a box agreeing to receive postings about particular products or interests. This is known as both opt-in e-mail and permission based e-mail.

9. Limited License

We grant you a nonexclusive, revocable right to use the graphic image and text provided for Affiliates on the Affiliates Web Site and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice. Any personally developed links must meet with full approval of LEDAuthority.com and become the property of LEDAuthority.com before use can be approved.

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. Without limiting the foregoing, you will be solely responsible for:

· The technical operation of your site and all related equipment · 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. 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, and contents of your site.

11. Term of the Agreement

The term 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. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all LEDAuthority.com trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral fees on our sales of shopLEDAuthority.com ® online products occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. 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 at our sole discretion, by changing this agreement as posted on our site. Modifications may include, for example, changes in the scope of available referral fees, referral 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 CHANGES TO THIS AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

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.

LEDAuthority.com may cite your name or URL in connection with your participation in the program in materials including but not limited to postings on our site, newsletters, advertisements, and other communications.

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 paid or payable to you under this Agreement.

15. Indemnity.

You agree to release, indemnify and hold LEDAuthority.com, its contractors, agents, employees, officers, directors and affiliates harmless from any and all liabilities, claims and expenses including legal fees, of third parties relating to or rising under this Agreement and of the use of images, including without limitation infringement by you or someone else (such as your website host) of any intellectual property or other proprietary right of any person or entity, or from the violation of any of LED Authority operating rule or policy relating to the use of the images provided. When LED Authority is threatened with suit by a third party, LED Authority may seek written assurances from you concerning your promise to indemnify LED Authority; your failure to provide that assurance may be considered by LED Authority to be a breach of your Agreement and subject to termination by LED Authority.

16. 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 error-free, and we will not be liable for the consequences of any interruptions or errors.

17. 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

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