This Agreement contains the terms and conditions to apply to an individual's or an entity's participation in the buycablesnow.com Affiliate Program (the "program"). As used in this Agreement, "we", "us" or "our" refers to buycablesnow.com corporation, "you" or "your" refer to the applicant, "Participant" shall mean an applicant which has been approved to be a participant with the Affiliate Program," sponsoring Website" refers to the World Wide Website from which you will link to buycablesnow.com, "product" refers to any item listed for sale in the buycablesnow.com Website, and all dollars ($) shall mean United States dollars

1. Definitions
As used herein, the following terms shall have the meanings set forth below:

 
1.1. "$" or "dollars" shall mean United States Dollars.

 
1.2. To "link" shall mean to create a connection on the World Wide Web through use of HTML.

 
1.3. "Program Participant" shall mean an applicant which has been approved and accepted by buycablesnow.com to be a participant with the Affiliate Program.

 
1.4. "Product" shall mean any item listed for sale on the buycablesnow.com web site.

 
1.5. "Sponsoring Web Site" shall mean the World Wide Web site from which the Affiliate will link to buycablesnow.com under this Agreement.

 
1.6. "buycablesnow.com Web Site" shall mean the web site maintained at www.buycablesnow.com 

2. Commencement; Listing Software on Affiliate's Site
Affiliate will select one or more buycablesnow.com pages to be linked from Affiliate's web site. Affiliate may choose to link to any page in the store, including the buycablesnow.com homepage, a category page, a specific key-word search, or one or more specific Products. For each specific Product that is so linked by Affiliate, Affiliate will display on Affiliate's site a short description, review, or other reference. The content, style and placement of these descriptions is entirely up to Affiliate and will also be entirely Affiliate's responsibility. buycablesnow.com shall exercise commercially reasonable efforts to provide expeditiously to Affiliate the unique affiliate code and instructions related to establishing the special links under this Affiliate Program. Using said special links and unique affiliate code, Affiliate will provide a special link from each Product it describes or displays on its site to the corresponding buycablesnow.com Product entry at buycablesnow.com's site. Affiliate may add or delete Products and related links from its Sponsoring Web Site at any time without buycablesnow.com's approval.

3. Order Processing

 
3.1. Order Processing: buycablesnow.com will exercise commercially reasonable efforts to process every order placed by a customer who utilizes the special link from Affiliate's Sponsoring Web Site to the buycablesnow.com web site. buycablesnow.com will process order forms, payment processing, shipping, cancellations, returns, and related customer service. All of the buycablesnow.com rules, operating procedures and policies regarding customer orders and accounts will apply to orders buycablesnow.com receives through the special link from Affiliate's Sponsoring Web Site. buycablesnow.com reserves the right to reject any order for any or no reason, including any order that does not comply with buycablesnow.com's rules, operating procedures and policies or that violates applicable law.

 
3.2. Tracking of Sales: buycablesnow.com will track sales made to customers who use the unique affiliate code from Affiliate's Sponsoring Web Site. Affiliate will be solely responsible for ensuring that Affiliate's special link includes Affiliate's unique affiliate code and is formatted properly, a necessary prerequisite for buycablesnow.com to track such sales. Statements of referral Product sales activity will be provided to Affiliate. All statements after 30 days shall be deemed correct unless Affiliate gives buycablesnow.com notice of any error prior to that date. buycablesnow.com shall not be liable for any errors Affiliate or Affiliate's customers make which result in any loss of any tracking information contained in the special link. To protect buycablesnow.com's customers' privacy, the names or other personal information about specific customers will not be provided to Affiliate.

 
3.3. buycablesnow.com Policy Applies to All Orders: Every customer who buys a Product through this program is deemed to be a customer of buycablesnow.com. Affiliate does not have the authority to make or accept any offer of purchase on buycablesnow.com's behalf. All of buycablesnow.com's policies regarding customer orders, including product availability, pricing and problem resolution, will apply to these customers. buycablesnow.com is not responsible for any representations Affiliate makes which conflict with buycablesnow.com's policies.

 
3.4. Product Prices and Availability: The price charged for every Product sold by buycablesnow.com under this program will be in accordance with buycablesnow.com's own pricing policies. Product prices may vary from time to time, including software publishers' price increases and special discounts offered by buycablesnow.com on Products that may already be listed by Affiliate. buycablesnow.com's policies will always determine the price paid by the customer. Product availability changes frequently, and buycablesnow.com will endeavor to present buycablesnow.com's best available information regarding Product availability. buycablesnow.com cannot guarantee the availability or price of any Product. buycablesnow.com disclaims all liability for pricing inaccuracies on the Affiliate site. Further, Affiliate will defend, indemnify and hold harmless buycablesnow.com from all claims, damages, and expenses (including, without limitation, attorneys' fees and costs) relating to pricing inaccuracies on the Affiliate site.

4. Referral Fees

 
4.1. Referral Fee Amount: buycablesnow.com will pay the owner of the Sponsoring Web Site 2% of  Sales,  "Sales" shall mean moneys collected through Direct Referrals for sales of Products that are delivered to end users. "Direct Referrals" means referrals to the buycablesnow.com Web Site from the Sponsoring Web site using the appropriate special link, including the unique affiliate code. "Excluded Amounts" shall mean (i) amounts due for refund for returns in accordance with the associated manufacturer's end-user license, (ii) shipping, handling, and sales tax charges, and (iii) sales in connection with special discounts including, without limitation, gift certificates, coupons, volume discounts, publishers and academic pricing. buycablesnow.com reserves the right to exclude certain products from referral fees in the future.

 
4.2. Referral Fee Payment: buycablesnow.com will send Affiliate a referral fee check for the applicable referral fee and a statement of customer purchase activity approximately 45 days after the end of each calendar quarter. Amounts less than $50.00 will be held until the calendar quarter in which the referral fee due exceeds $50.00, or until this agreement is canceled.

 
4.3. Returns and Cancellations: If a referral fee Product is later returned by the customer, its referral fee will be deducted from Affiliate the sum of the referral fees from same month in which that Product was purchased.

 
4.4. No Referral Fees to End Users: Affiliate will not pass on, directly or indirectly, any portion of the referral fee to the end user through discounts, rebates or any other means.

5. Responsibility for Affiliate's Site

 
5.1. Affiliate will be solely responsible for the Affiliate Logo and the development, operation, and maintenance of Affiliate's site and for all materials that appear on Affiliate's site. For example, Affiliate will be solely responsible for:

• the technical operation of Affiliate's site and all related equipment
• creating and posting Product descriptions on Affiliate's site and linking those descriptions to buycablesnow.com's web site
• the accuracy and appropriateness of materials posted on Affiliate's site (including, among other things, all Product related materials)
• ensuring that materials posted on Affiliate's site and the Affiliate Logo 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 Affiliate's site and the Affiliate Logo are not libelous or otherwise illegal.

 
5.2. buycablesnow.com disclaims all liability for these matters. Further, Affiliate will defend, indemnify and hold harmless buycablesnow.com from all claims, damages, and expenses (including, without limitation, attorneys' fees and costs) relating to the Affiliate Logo and the development, operation, maintenance, and contents of Affiliate's site. buycablesnow.com reserves the right to terminate this agreement at any time without prior notice if, in buycablesnow.com's discretion, Affiliate's site contains unsuitable material, including, without limitation, material that infringes on intellectual property rights, or promotes violence, discrimination, or unlawful activities, or fails to promote the goals of the Affiliate program.

6. Linking to buycablesnow.com

 
6.1. Use of special links to buycablesnow.com: Using a specially formatted link, which includes a unique affiliate code that buycablesnow.com would provide to Affiliate, Affiliate will provide one or more special links from Affiliate's site to a buycablesnow.com page.

 
6.2. Affiliate can add or remove links at any time: Affiliate may select and link to additional pages, or remove such links, at any time and without buycablesnow.com's prior approval. However, Affiliate must use the correct special link format buycablesnow.com would provide to Affiliate in order to receive proper credit for Affiliate's referrals.

 
6.3. Affiliate can list as many Products as Affiliate determines: There is no limit on the number of general pages or product pages which Affiliate may choose to link to as part of this program.

 
6.4. Affiliate can link directly to the buycablesnow.com home page: Affiliate can link directly to any page and still receive Sample Name's referral fee for any Product that a user may purchase during that session provided Affiliate use the unique affiliate code and the correct special link.

 
6.5. Referral Fee qualifying software titles: All Products for sale in buycablesnow.com's web store are eligible for the referral fee provided Affiliate uses Affiliate's unique affiliate code and special link. buycablesnow.com reserves the right to exclude certain Products from referral fees in the future.

 
6.6. No mirroring: Affiliate shall not frame the buycablesnow.com website, or use functionally similar technologies in connection with the buycablesnow.com website.

7. Limited License
buycablesnow.com grants Affiliate a non-exclusive, revocable right to use the icon and such other images for which buycablesnow.com grants express permission, solely for the purpose of identifying Affiliate's site as a program Participant. Affiliate may not modify the icon or any of buycablesnow.com's images in any way. buycablesnow.com reserves all of buycablesnow.com's rights in the icon, any other images, buycablesnow.com's trade names, trademarks and copyrights, and all other intellectual property rights. buycablesnow.com may revoke Affiliate's license at any time by giving Affiliate written notice. Affiliate may not use such icon and other images in such a way that would harm buycablesnow.com's image. Upon cancellation or termination of this Agreement, Affiliate agrees to cease all use of such icon and other images.

8. Press Releases & Other Communications

 
8.1. Any communication must accurately identify that you are participating in the "buycablesnow.com Affiliate Program."

 
8.2. Any communication must clearly and accurately describe the nature of your participation in the buycablesnow.com Affiliate Program: your communication must not create confusion or misrepresent the nature of your or any other participant's participation in the buycablesnow.com Affiliate Program.

 
8.3. You may, without our prior consent, say the following in any communication: that you have become an buycablesnow.com, and/or that you have joined or become a member of the buycablesnow.com Program. You may also describe the buycablesnow.com Affiliates Program as any of the following:

"buycablesnow.com Affiliates can offer their customers access to all of their product offerings."

"Visitors to buycablesnow.com enjoy a comprehensive selection of products backed by customer service and competitive pricing."

"buycablesnow.com's mission is to bring computing devices to life, helping people be more productive, learn faster, work more efficiently, and experience new forms of entertainment."

 
8.4 Inaccurate or misleading content in press releases or other communications may be materially misleading under United States securities laws and the rules and regulations of the Securities and Exchange Commission. Accordingly, buycablesnow.com may cooperate with or notify the Securities and Exchange Commission of inaccurate or misleading content in press releases pertaining to buycablesnow.com's affiliate relationships.

9. General Provisions

 
9.1. Web site service interruption: buycablesnow.com will make every effort to keep its web site operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate agrees not to hold buycablesnow.com liable for any of the consequences of such interruptions.

 
9.2. Term of the Agreement: Affiliate may only receive referral fee payments for orders that are properly placed during the term of this agreement. The term of this Agreement shall commence shall commence on the date specified at the beginning of this Agreement. The term of this Agreement shall end when canceled or terminated by either party as provided below. Unless otherwise canceled or terminated, the agreement will be for one (1) year and thereafter be automatically renewed quarterly. Referral fees earned through the date of cancellation or termination of this agreement will remain payable only if the Products are not returned or canceled from their orders. Payment of the final referral fee payment to Affiliate may be withheld for a reasonable time in order to ensure that the correct amount is paid.

 
9.3. Cancellation of this agreement: Either party may choose to cancel or terminate this agreement at any time and for any or no reason with 30 day written notice of cancellation or termination to the other.

 
9.4. WARRANTY DISCLAIMER: buycablesnow.com makes no warranties, representations or conditions with regard to the program or any products sold thereunder, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. In addition, buycablesnow.com makes no representation that the operation of buycablesnow.com's site will be uninterrupted or error-free, and buycablesnow.com will not be liable for the consequences of any interruptions or errors.

 
9.5. LIMITATION OF DAMAGES: buycablesnow.com shall have no liability for any indirect, incidental, punitive, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or the program, even if buycablesnow.com were advised of the possibility of such damages. Further, buycablesnow.com's aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total referral fees paid or payable by buycablesnow.com to affiliate under this agreement.

 
9.6. Independent Contractors: Affiliate is an independent contractor and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship with buycablesnow.com.

 
9.7. Governing Law: This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California, excluding its conflict of laws principles. Any lawsuit relating to this Agreement must be brought in the federal or state courts located in San Jose, California.

 
9.8. Headings: The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreements.

 
9.9. Assignment: Affiliate may not assign this Agreement, by operation of law or otherwise, without buycablesnow.com's 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.

 
9.10. Waiver: buycablesnow.com's failure to enforce Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of buycablesnow.com's right to subsequently enforce such provision or any other provision of this Agreement.

 
9.11. Free to Contract with Others: Affiliate understands that buycablesnow.com 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 Affiliate's web site.

 
9.12. Independent Investigation: Affiliate has independently evaluated the desirability of participating in the program and is not relying on any representation, guarantee, or statement other than as set forth in this agreement.

 
9.13. Amendments and Modifications: buycablesnow.com reserves the right, in its sole discretion, to change, modify, add or remove all or part of this Agreement at any time upon prior written notice to Affiliate; provided, however, that Affiliate will receive not less than 25 days prior notice of material changes to Affiliate's rights and/or responsibilities under this Agreement. In the event that Affiliate objects to such material changes, Affiliate may terminate this Agreement on fifteen (15) days written notice. Upon termination, buycablesnow.com reserves the right to delete from its servers any and all information related to Affiliate.