Affiliate Program - Terms & Conditions 

THIS AGREEMENT and the documents described in Section 18 below contain the complete terms
and conditions that apply to an individual or entity's participation in
the JandR Affiliate Program (the "Program"). This Agreement is made and
entered into by and between  J&R Electronics, Inc., a New York corporation
("JandR"), 
and you. As used in this Agreement, "we/us/our" means JandR and "you"
means the applicant specified in the Application, as that term is defined below. "Site" means a World Wide Web site. “Manager” means the LinkShare Corporation, which has been retained by us to provide affiliate marketing services for the
JandR Affiliate Program. 

1.ENROLLMENT IN THE PROGRAM

(a) To begin the enrollment process, you need to submit a complete Program
application ("Application"). This Application can be found at 
https://ssl.linksynergy.com/php-bin/reg/sregister.shtml?mid=1145.
Together with the Manager, we will evaluate your Application in good
faith and either we, or the Manager, acting on our behalf or on its own under its separate terms and conditions,  will notify you of your acceptance or rejection. We
or the Manager may reject your Application for any reason whatsoever,
including, but not limited to our determination (in our sole discretion)
that your Site is unsuitable for the Program (“Unsuitable Site”). Unsuitable Sites include,
but are not limited to, those that: (a) contain or link to nudity or
pornography or promote sexually explicit materials; (b) promote
violence; (c) promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age; (d) promote
illegal activities; (e) infringe intellectual property rights of ours,
the Manager or any third party or otherwise violate the rights of any
third party: (f) contain, in our sole judgment, material that is
defamatory, fraudulent, or harassing to us or any third party; or (g)
promote the use of any pyramid or similar schemes. 

(b) Once we and the Manager accept your Application, you will be provided
with a password protected affiliate account. If the Manager or we reject
your Application, you are welcome to reapply to the Program at any
time. 

2. LINKS ON YOUR SITE

(a) PRODUCT ICONS AND HOME PAGE LINKS. You may select any one or more
graphics offered through your Affiliate account ("Icons") to feature on
your Site. You may change the selection of your featured Icons at any
time, without our approval. You can display on your Site a word or
words, graphic image(s), or combination of words and images. The
content, style and placement of these words and images will be your sole
responsibility and within your sole discretion provided that you comply
with the terms of this Agreement. You must ONLY place word(s) or
graphic image(s) links on your Site utilizing the code provided. You may
NOT "hard" code image(s) on your Site. You may not modify any of our
Icons, content, tools, text, images, Links (as defined below), J&R Brand Features (as defined below), or search boxes (collectively "Licensed Materials") in any way.  

(b) For each selected Icon, we will provide an electronic link to the JandR
Site using an Affiliate URL provided by us (a "Link"). It is your sole
responsibility to set up and maintain the electronic Links connecting
your Site to the appropriate page on the JandR Site designated for that
particular Icon, and ensure that the electronic Links are in good and
working order. 

(c) You acknowledge and agree that Icons, content, tools, text, images, Links, search boxes or any other material provided to you by us or the Manager on our behalf for
inclusion on your Site may include JandR’s trade name, trademark,
service mark and/or logo (the "JandR Brand Features"), (ii) you have no
right to alter or modify such JandR Brand Features, (iii) you will not
use or display the JandR Brand Features or any of the other Licensed Materials on any Unsuitable Site, as determined in our sole discretion, or in
any manner that is defamatory, misleading, libelous, obscene or
otherwise potentially damaging to the reputation of JandR 
or the goodwill associated with the JandR Brand Features, and (iv) you will use the J&R Brand Features in accordance with any trademark usage guidelines and policies that J&R may issue from time to time. 

3.ORDER PROCESSING

(a) We will process product orders placed by customers who follow  Links
from your Site to the JandR Site. We reserve the right to reject orders
that do not comply with any requirements that we periodically may
establish. 

(b) 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 to customers who purchase products online using
Links from your site to our Site in accordance with the terms of this Agreement (“Customers”) and will provide you with access to
reports summarizing this sales activity. The form, content, and
frequency of the reports may vary from time to time in our discretion
but will generally be available on a continuous basis. You hereby agree
not to disclose the information contained in these reports to any third
party without prior written or electronic consent. To permit accurate
tracking, reporting, and fee accrual, you must ensure that the Links
between your and our Site are properly formatted. All HTML tags are to
be generated using the special HTML tags provided by us and are not to
be altered in any manner. We will not be responsible for tracking and
reporting sales that were not made through a Link formatted to our
specifications. 

4. REFERRAL FEES

(a) We will pay you Referral Fees on product sales to third parties as
defined below. For a product sale to generate a Referral Fee, a Customer
must follow a Link (in the format specified by us) from your Site to
the JandR Site, purchase one or more of the Eligible Products, as defined below, using our
automated ordering system, and remit full credit card approved payment
to JandR. If no sale is completed from the original referral, we will
pay referral fees on a subsequent sale of products that are purchased
or added to a customer's Shopping Cart after the customer has
re-entered the JandR site through a non-affiliate Link within 30 days
of the original referral. For such non-affiliate Link referred
subsequent purchases, we will only pay commissions once, until an
affiliate Link is utilized again. Products that are entitled to earn
Referral Fees under the rules set forth above are hereinafter referred
to as "Eligible Products". You will not receive a commission for any
sales initiated or completed offline (for example, by telephone or in
store). Our determination of whether a commission is payable is final
and is binding on you. 

(b) You will earn Referral Fees based on the Sale Price of Eligible
Products (as defined above), according to fee schedules to be
established and issued from time to time by us, which are incorporated by reference in this Agreement, and which we retain the absolute right to modify at
any time (“Fee Schedules”). "Sale Price" means the sale price on our Site for each
product at the time the product sale took place. The Sales Price shall
not include costs for shipping, handling, gift-wrapping (where and when
applicable), and taxes. 

5. FEE AMOUNT 

Referral fees earned pursuant to Section 4 are paid as a percentage of
the Sale Price of the Eligible Products sold in accordance
with the provisions and procedures of this Agreement ("Referral Fees").
In our sole discretion, we may establish other special commission rates
with respect to certain promotions. 


 6. FEE SCHEDULE

We will pay you Referral Fees through the Manager on a calendar month
basis. All payments shall be made in U.S. dollars.  Within sixty (60) days following the end of each calendar month
you will receive a check for the Referral Fees earned on Eligible
Products that were shipped during that month, less any taxes that we are
required by law to withhold. However, if the fees payable to you for
any calendar month are less than twenty five dollars ($25), we, or the
Manager on our behalf, may withhold those fees until the total amount due is at least
twenty five dollars ($25) or (if earlier) until this Agreement is
terminated. If an Eligible Product that generated a Referral Fee is
returned or canceled, we will deduct the corresponding fee from your
next monthly payment. If there is no subsequent payment, we will send
you an invoice due in ten (10) days for the canceled Referral Fee. 


7. POLICIES AND PRICING

All Customers who buy products through this Program will be deemed to
be the customers of JandR. Accordingly all JandR rules,
policies, and operating procedures (“Policies and Procedures”) concerning customer orders, customer
service, and product sales will apply to those Customers. We may change
our Policies and Procedures at any time and for any reason.
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. Because
price changes may affect Products that you already have listed on your
Site, you may not include price information in your product descriptions
or otherwise on your Site. We will use commercially reasonable efforts
to present accurate information, but we cannot guarantee the
availability or price of any particular product. 

8. LIMITED LICENSE/RESTRICTIONS

(a) JandR grants you a limited, nonexclusive, non-transferable, non-sublicensable
revocable right and license during the term to use the Icon and words or combination of words and images described in Section 2 and
such other Icons and images for which JandR grants express written
permission, solely for the purpose of identifying your Site as a Program
participant and to assist in generating product sales. You may not
modify any of the Licensed Materials
in any way.  JandR reserves all rights in the Licensed Materials and all  intellectual
property rights therein. Subject to the terms and
conditions of this Agreement, JandR grants you a limited, 
non-exclusive, royalty-free license to use the Sales Information, as defined below, to the
extent necessary to fulfill your obligations under this Agreement or for
your internal research purposes. JandR may immediately revoke such licenses at any time
and for any reason upon giving you oral, written or electronic notice. 

(b) You hereby acknowledge and agree that all right, title and interest in the Licensed Materials are exclusively owned by JandR and/or its licensors and that any goodwill resulting from Affiliate’s use of such Licensed Materials shall inure to the benefit of JandR and shall automatically vest in JandR upon use by Affiliate.  You hereby acknowledge and agree that JandR shall own all right title
and interest in and to all information that is created or collected in
connection with this Agreement, including, without limitation, (i) any
contact information collected from any JandR Customer who enters JandR’s
Site from a link from your Site ("Affiliate Customers") and (ii) any
information regarding click-through rates,  information regarding product purchases by
Affiliate Customers ("Sales Information"), and (iii) any information regarding high-performing adwords, keywords or any other similar advertising, search or query words or terms, any information regarding top-converting products, or any other non-public JandR sales and marketing information (“Marketing Information”).  You agree not to disclose during the term and at any time thereafter any Sales
Information,  Affiliate Customer contact information, or Marketing Information to any third
party without JandR’s prior written approval. 

(c) You agree not to use or send any email, including but not limited to emails that you send to your customers promoting various offers or merchants, at any time, to advertise or promote 
JandR’s name, without prior written consent from us.
 
(d) You may not use the JandR name, “J&R Music World”, “J&R Computer World”, “J&R”, or any other JandR Brand Features, or any variation, element, derivation or adaptation thereof (including but 
not limited to abbreviations, misspellings, stringing of individual names 
into a single word, or any other variation which has the effect of implying 
the JandR name; “JandR Variations”), in any manner not expressly authorized by this Agreement. 
Without limiting the generality of the foregoing, Affiliate shall not: (i) use JandR Brand Features or JandR Variations in Affiliate’s domain or sub-domain; (ii) use JandR Brand Features or JandR Variations (or use any type of software download or technology or otherwise engineer Affiliate’s web site, search engine, or Affiliate’s service) in such a manner so as to intercept, re-direct, or divert Internet traffic or Referral Fees  to or from JandR’s Site(s) without JandR’s prior written approval; and, (iii) bid on or purchase JandR Brand Features or JandR Variations as adwords, keywords, or any other similar advertising, search or query words or terms, on Google, Overture, or any other similar search engine service or web site.  Any violation of this section shall constitute a material breach of the Agreement, and within twenty-four (24) hours of receipt of notice from JandR, or the Manager on JandR’s behalf, of such breach, Affiliate shall cease such use of JandR Brand Features or JandR Variations.  If Affiliate does not so cure such breach, JandR may immediately terminate the Agreement, without any charge or liability, in addition to any other rights or remedies JandR may have under the Agreement, and JandR reserves the right to bring a trademark infringement action against Affiliate, as well as any other rights or remedies it may have at law or in equity.  

(e) You agree not to: (i) cache any part of or all of the Licensed Materials, (ii) offer any unauthorized incentives to end users to use the Links, and (iii) offer or make available to end users coupons or promotions that have expired or have not been approved by us.

9. RESPONSIBILITY FOR 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,
including, but not limited to the technical operation of your Site and
all related equipment; posting Icons on your Site and linking those
Icons to our Site; the accuracy and appropriateness of materials posted
on your Site (including but not limited to all product-related
materials); ensuring that materials posted on your Site do not violate
or infringe upon the rights of any third party (including, but not
limited to, copyrights, trademarks, privacy, or other personal or
proprietary rights) ensuring that materials posted on your Site are not
libelous, violate any provision of this Agreement or are otherwise illegal
or unlawful. 

(b) THE ACCURACY AND LEGALITY OF ALL PRODUCT EFFICACY CLAIMS: YOU MAY NOT
MAKE SPECIFIC CLAIMS REGARDING THE EFFICACY OF ANY PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (I) YOU SHALL NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES TO ANYONE WITH RESPECT TO THE SPECIFICATIONS, FEATURES OR CAPABILITIES OF THE PRODUCTS THAT ARE INCONSISTENT WITH THE INFORMATION DISTRIBUTED OR PROVIDED BY JandR, (II) YOU SHALL NOT MAKE ANY  FALSE OR MISLEADING REPRESENTATIONS WITH REGARD TO JandR OR THE PRODUCTS, AND (III) YOU SHALL NOT POST, PUBLISH OR USE ANY MISLEADING OR DECEPTIVE ADVERTISING MATERIALS REGARDING JandR OR THE PRODUCTS. IF YOU VIOLATE THE FOREGOING OR OTHERWISE MAKE
UNSUBSTANTIATED PRODUCT CLAIMS WITH RESPECT TO PRODUCTS WE SELL, YOUR
MEMBERSHIP IN THE JandR AFFILIATE PROGRAM MAY BE TERMINATED IMMEDIATELY
UPON NOTICE. 

(c) We and the Manager disclaim all liability for the matters described in
this Section 9. Further, you will indemnify and hold us and the Manager
harmless from all claims, damages, and expenses (including, without
limitation, attorneys' fees) relating to the content development,
operation, maintenance, and contents of your Site or any breach of any representations, warranties or covenants made by you in this Agreement. 

10.TERM/TERMINATION

The term of this Agreement will begin upon our acceptance of your
Program Application and will end when terminated by either party in accordance with the terms of this Agreement or when your agreement with the Manager is terminated. Either
you or JandR may terminate this Agreement at any time and
for any reason, with or without cause, by giving the other party
written or electronic notice of termination. You are only eligible to
earn Referral Fees on sales occurring during the term of this
Agreement, and fees earned through the date of termination will remain
payable only if the related orders are not canceled or returned. We, or
the Manager on our behalf, may withhold your final payment for a reasonable time to
ensure that the correct amount is paid. Upon termination of this
Agreement, (i) all licenses hereunder shall terminate, (ii) you shall
immediately remove any Links, Icons, search boxes, or any other Licensed Materials from your Site and (iii)
sections 8(b), 9(c), 10, 13, 14,  15 and 19, as well as any other provisions which by their nature are reasonably expected to survive the termination of this Agreement, shall survive such termination. 

11.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 our Affiliate Gateway Site. Modifications
may include, but are not limited to, changes in Referral Fees, Fee
Schedules, payment procedures, and Policies and Procedures. 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 AFFILIATE GATEWAY SITE WILL
CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 

12.RELATIONSHIP OF PARTIES

You and JandR 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. 

13.LIMITATION OF LIABILITY

NEITHER  JANDR NOR THE MANAGER WILL BE LIABLE TO YOU OR ANY OTHER PERSON
OR ENTITY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES
(INCLUDING, WITHOUT LIMITATION ANY LOSS OF REVENUE, PROFITS, OR DATA)
ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY, EVEN IF WE,
THE MANAGER OR ANY OF OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AND THE MANAGER’S 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. ALL CLAIMS MADE HEREUNDER BY YOU AGAINST US OR THE MANAGER 
SHALL BE MADE WITHIN NINETY (90) DAYS OF THE ACT OR OMISSION, WHICH
FORMS THE BASIS OF SUCH CLAIMS. 

14.DISCLAIMERS

We and the Manager 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, non-infringement, or any implied warranties arising
out of a course of performance, dealing, or trade usage). In addition,
we and the Manager make no representation that the operation of the
password protected affiliate account, JandR’s Site or any other Site
sponsored by us in connection with this Agreement will be uninterrupted
or error-free, and we and the Manager will not be liable for the
consequences of any interruptions or errors or termination of any
services, products or this Agreement. 

15.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 EXPLICITLY SET
FORTH IN THIS AGREEMENT. 

16. IDENTIFICATION OF AFFILIATES

We and the Manager may identify you or your Site as a participant in
the Program without providing you prior notice or obtaining your
specific written consent. Such identification may be oral, written, or
electronic, and may include, but is not limited to, public
announcements, promotional materials, internal and external reports, and
public filings. 

17.NON-ASSIGNMENT AND SUCCESSORS

You may not assign or transfer this Agreement, by operation of law or otherwise,
without our prior written consent. Any assignment or transfer in violation of the foregoing shall be null and void.  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.    

18.SCOPE OF AGREEMENT. 

This Agreement, and the Fee Schedules, constitutes the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all prior or contemporaneous written or oral agreements or
representations between the parties. 

19.MISCELLANEOUS

(a) This Agreement will be governed by the laws of the United States and
the state of New York, 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 New York, NY and you irrevocably
consent to the jurisdiction and venue of such courts. 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.  If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.  You shall not make any public announcement or issue any press release concerning the Agreement or the transactions contemplated hereby, without our prior written consent.  We shall not be liable hereunder by reason of any failure or delay in the performance of our obligations on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, acts of war, acts of terrorism, governmental action, or any other cause that is beyond our reasonable control.
(b) As used herein, certain capitalized words (or any variation thereof)
shall have the meaning as herein provided. Any conflict between said
capitalized words and any other meaning shall be resolved as herein
provided. Unless otherwise stated above, all notices and other
communications required or permitted hereunder shall be in writing and
shall be delivered personally or transmitted by email to J&R Electronics, Inc. at
affiliates@mail.jandr.com, or by Facsimile to (212) 238-9102 or by 
United States certified or registered mail, return receipt requested, to J&R Electronics, Inc., Web Affiliates, 23 Park Row, NY, 
NY 10038 or if to you at the email address designated on your 
Application. 

(c) If the person entering into this Agreement is acting on behalf of his
or her company or organization, such person hereby represents to JandR
 that he or she has all requisite power and authority to
enter into this Agreement on behalf of such company or organization,
that this Agreement has been duly authorized by such company or
organization and that this Agreement will constitute a legal, valid, an
binding obligation of such company or organization. Such person hereby
agrees to indemnify and hold harmless JandR from any and all claims,
damages and expense (including without limitation attorney’s fees)
arising from any breach of this section.