This Agreement contains the complete terms and conditions that apply to an individual or entity's participation in the CCS.com Affiliate Program (the "Program"). As used in this Agreement, "we/us/our" means CCS.com and "you" or "your" means the applicant. "site" means a World Wide Web site and, depending on the context refers to either CCS.com site or to your site. 1. Enrollment in the Program To begin the enrollment process, you need to submit a complete Program application. This Program application can be found at (https://ssl.linksynergy.com/php-bin/reg/sregister.shtml?mid=13824). We will evaluate your application in good faith and will notify you of your acceptance or declination. We may decline your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that: contain obscene or sexually explicit materials promote violence promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age promote illegal activities violate intellectual property rights promote the use of bulk e-mail or spam. Once we accept your application, we'll provide you with access to our members network and all the tools you need. If we decline your application, you are welcome to reapply to the Program at any time. 2. Links on Your site Banners and other images: You can select one or more of the graphics offered on the Download Banners page ("Icons") to feature on your site. You may change the selection of your featured Icons at any time, without our approval. You may also display on your site a short description, review or other reference for one or more of our products you choose to list on your site. The content, style and placement of your description, and the placement of Icons will be your sole responsibility and within your sole discretion. You may not modify any Icon in any way. For each selected Icon, you will also provide an electronic link to the CCS.com site using an Affiliate URL and in a format provided by us (a "Link"). It is your sole responsibility to set up the Links connecting your site to the appropriate page on the CCS.com site designated for that particular Icon, and ensure that the Links are in good and working order. 3. Order Processing We will process product orders placed by customers who follow any Links directly from your site to the CCS.com 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 to customers who follow Links directly from your site to our site and purchase products from us (provided that their browsers are set to accept cookies), and we will make available online 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. We will not be responsible for any errors you or your customers make which result in any loss of any tracking or sales activity information, nor will we be responsible for tracking and reporting sales that were not made through a Link formatted to our specifications. To protect our customers' privacy, the names or other personal information about specific customers will not be provided to you. 4. Referral Fees Subject to the terms and conditions of this Agreement, we will pay you referral fees on certain product sales to customers that have: (a) followed a link from your site to the CCS.com site; (b) purchased the product using our automated ordering system; (c) and remitted full credit card-approved payment to us. We will not, however, pay referral fees for any products that are subsequently purchased or added to a customer's shopping cart after the customer has left our site and subsequently reentered it (other than through a Link directly from your site), even if the customer previously followed a Link directly from your site to our site. Products that are entitled to earn referral fees under the rules set forth above are "Eligible Products." You will earn referral fees on Eligible Products based on the Sale Price (as defined below), according to fee schedules established by us, as modified by us from time to time in our sole discretion. "Sale Price" means the then-current sale price listed in our catalog for each product that we sell, excluding all costs for shipping, handling, gift-wrapping (where and when applicable), and taxes. 5. Fee Schedule A. Electronic Distribution Sales. Subject to the terms and conditions of this Agreement, we will pay you referral fees of five percent (5%) of the Sale Price of Eligible Products that are sold and electronically distributed to a customer. B. Shipped Product Sales. We will pay you referral fees of five Percent (5%) of the Sale Price of Eligible Software Products that are shipped to a customer. C. Promotions. We will pay you referral fees on special promotions at the rates and subject to conditions that we may establish from time to time. 6. Fee Payment We will pay you referral fees on a quarterly basis. Within thirty (30) days following the end of each calendar quarter, we will send you a check for the referral fees earned on Eligible Products that were electronically distributed or shipped during that month, less any taxes that we are required by law to withhold. If an Eligible Product is returned or charged back, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the canceled referral fee and you agree to reimburse us. In the future we will include returns and charge backs in your online reports. 7. Policies and Pricing Customers who buy Eligible Products will be deemed to be customers of CCS.com. Accordingly, all CCS.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. We will determine the prices for Eligible Products in accordance with our pricing policies, and both these prices and product availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but do not guarantee the availability or price of any product. You may not include price information of our products in your product descriptions or elsewhere on your site. 8. Identifying Yourself as CCS.com Affiliate Network Member We will make available to you a small graphic image ("Logo") that identifies your site as a Program participant. You will display this Logo or the phrase "In association with CCS.com" somewhere on the homepage of your site. The Logo or phrase may be linked to the following message, at your option: "CCS.com is pleased to have [sponsoring Web site name] as a member of the CCS.com Affiliate Network. We've agreed to ship products and provide customer service for orders we receive through special links on [sponsoring Web site name]." We may modify the text or graphic image of this notice from time to time, and you agree to promptly include such modification on your site. 9. Limited License; Ownership of Content Subject to the terms and conditions of this Agreement, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Icons, the Logo, the Search Box, and the message described in Section 8, together with such other Icons and images for which we grant express written permission (collectively, the "Content"), solely for the purpose of identifying your site as a Program participant and to assist us in generating product sales. You agree not to modify any of our Content in any way, or use the Content in any derogatory or illegal manner. This license terminates upon the termination of this Agreement. We retain all right, title and ownership to the Content, including all associated intellectual property rights. 10. Responsibility for Your site You will be solely responsible for all development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: (i) the technical operation of your site and all related equipment. (ii) posting Icons on your site and linking those Icons to our site (iii) the accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials) (iv) ensuring that materials posted on your site do not violate or infringe upon the rights of any third parties (including but not limited to copyrights, trademarks, privacy, or other personal or proprietary rights). (v) ensuring that materials posted on your site are not libelous, illegal, obscene or sexually explicit. We disclaim all liability for these matters. YOU MAY NOT MAKE SPECIFIC CLAIMS REGARDING THE USEFULNESS, FEATURES OR EFFICACY OF ANY PRODUCT. IF YOU MAKE ANY SUCH CLAIMS, YOUR MEMBERSHIP IN THE CCS.com AFFILIATE NETWORK MAY BE TERMINATED IMMEDIATELY. 11. Indemnity You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, contents and use of your site, or any breach of your obligations under this agreement. 12. 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. You are only eligible to earn referral fees on sales of Eligible Products made during the term of this Agreement, and fees earned through the date of termination will be reduced for any cancellations or returns. We may withhold all or a portion of your final payment as a reserve for up to 90 days against any such cancellations or returns. 13. Modification We may modify all or a portion of the terms and conditions of 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, changes in 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 AFFILIATE GATEWAY SITE WILL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGE. 14. 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, contrary to anything in this Section. 15. Limitation of Liability We will not be liable to you or any third party for any special, indirect or consequential damages (including, without limitation 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, under no circumstances will our aggregate liability under this Agreement or the Program exceed the total referral fees paid to you under this Agreement. 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, INFRINGEMENT, 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 VIRUS - OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, VIRUSES 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. 18. Identification of affiliates We may identify you or your site as a participant in the Program without providing you prior notice or obtaining your prior 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. 19. Assignment You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. 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 permitted assigns. Any purported assignment in violation of this section is void. 20. Scope of Agreement This Agreement 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. This Agreement may only be modified by a written instrument signed by both parties. 21. Miscellaneous This Agreement will be governed by the laws of the United States and the state of California, 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 San Jose, California, and you irrevocably consent to the jurisdiction 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.