1) Terms 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 you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales occurring during the terms.

2) Enrollment Process: To begin the enrollment process, Affiliate will submit an application via izoomzoom.com. izoomzoom.com will evaluate Affiliate's application and will notify Affiliate of Affiliate's acceptance or rejection. izoomzoom.com may reject Affiliate's application for any reason in its sole discretion, including but not limited to, unsuitability for the Affiliate Program, if Affiliate’s site promotes violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, if Affiliate's site promotes illegal activities, or if Affiliate’s site violates another’s intellectual property rights in any way.

3) Modification: izoomzoom.com 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 our 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.

4) Limitation of Liability: We will not be liable for direct, 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.

5) 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 website. 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.

6) SPAM: izoomzoom.com has a zero tolerance policy for SPAM. Any Affiliate accused of SPAMMING will be immediately removed from our affiliate program. The only recourse you will have to maintain your affiliate relationship is proof of 'opt in' that will undermine the validity of the Spam complaint. Valid SPAM complaints will result in the immediate termination of your account and forfeiture of any commissions owed you.

7) Miscellaneous: This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of California without regard to choice of law considerations. The parties to the sole and exclusive jurisdiction of the state courts and U.S. federal courts having jurisdiction in Los Angeles County, California for any dispute arising out of this Agreement. Further, you may not assign this Agreement, by operation of law or otherwise, without our prior written consent, which may be withheld for any reason in our sole discretion. 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.

8) Linking: We will provide you with textual and graphical links (Link Materials) with which you may link your Web site to our Web site. These Link Materials are available in your affiliate login panel in the 'instructions' area. If you are an approved Affiliate, we grant you a non-exclusive limited license solely to reproduce and use these Link Materials, including our trademarks to the extent they are incorporated into these Link Materials, only while you are an Affiliate and only in accordance with the terms and conditions of this Agreement. You many include Link Materials in mailings to your opted-in lists, limited by Paragraph 6, and in other advertisements at your discretion. You agree to display the Link Materials appropriately on your Web site and in advertisements, and to respect our trademarks, service marks, and other rights in the Link Materials. You will use only these Link Materials to link to izoomzoom.com, and you will not alter the look or feel of these Link Materials or of our Web site in any way. You will use reasonable efforts to update to new versions of Link Materials as we make them available.

9) Tracking: izoomzoom.com will be solely responsible for tracking sales using special software that communicates with the specially encoded URLs assigned to affiliates. Izoomzoom.com will endeavor to do its best to ensure accurate tracking of referrals made by affiliates. Affiliates will themselves be solely responsible for ensuring that these special URLs are formatted properly, a necessary prerequisite to accurate tracking of referral sales. Notwithstanding the above herein, Affiliates hereby acknowledge and accept that the tracking system employed by izoomzoom.com is not 100% fail-safe and that there may be instances of referral sales made that are not credited to an affiliate for any of the following possible reasons:

a) Failure by Affiliate. Failure to use the proper format of the specially assigned URL in promotions, webpage links, and banner ads
b) Actions by Customers. Deliberate or accidental actions by customers to circumvent an affiliate's special URL in not allowing our software to accurately track their sale.
c) Tracking Software. Unanticipated bugs, glitches or crashes of the tracking software rendering it unable to accurately track sales for a period of time.
d) Acts of Nature. Irretrievable data loss on computers and back-up disk media due to acts of nature.

10) Relationships and Responsibilities: 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 exclusive of the following:

a) Technical operation of your site and all related equipment functionality
b) Accuracy and appropriateness of materials posted on your site including all product-related materials
c) Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party including but not limited to another’s copyrights, trademarks, privacy, or other personal or proprietary rights
d) 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 related to the development, operation, maintenance, and contents of your site.

11) Relationship of Parties: izoomzoom.com and You are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship. You will have no authority to make or accept any offers or make any representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Agreement.

(Revised 01/07/2006)