BLUE DOLPHIN GROUP, INC. - AFFILIATES PROGRAM AGREEMENT

IMPORTANT - READ CAREFULLY: THIS AFFILIATES PROGRAM AGREEMENT, INCLUDING APPLICABLE OFFERS (COLLECTIVELY, THE "AGREEMENT"), IS A LEGAL AGREEMENT BETWEEN YOU AND BLUE DOLPHIN GROUP, INC. ("BLUE DOLPHIN") FOR PARTICIPATION IN BLUE DOLPHIN'S AFFILIATES MARKETING PROGRAM (the "PROGRAM") AS MANAGED BY AND THROUGH THE LINKSHARE NETWORK™. BY REGISTERING FOR AND PARTICIPATING IN THE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT REGISTER FOR OR PARTICIPATE IN THE PROGRAM.  IF YOU DO NOT AGREE TO AND ACCEPT THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY AND YOU ARE ALREADY A BLUE DOLPHIN AFFILIATE, IMMEDIATELY TERMINATE ALL USES OF BLUE DOLPHIN'S MARKS AND ANY LINKS TO BLUE DOLPHIN'S WEBSITE(S). AS USED IN THIS AGREEMENT "WE" or "BLUE DOLPHIN" MEANS BLUE DOLPHIN GROUP, INC. AND ITS SUBSIDIARIES AND CORPORATE AFFILIATES AND "YOU" MEANS THE PARTICIPATING WEB AFFILIATE ("AFFILIATE" OR "YOU"). 
1.	PARTICIPATION IN THE AFFILIATES MARKETING PROGRAM
This Agreement governs participation in our Affiliates Marketing Program only. The purpose of this Agreement is to establish a contractual relationship between Blue Dolphin and you to encourage the on-line promotion and sale of subscription products distributed by Blue Dolphin in exchange for the opportunity to receive referral fees from Blue Dolphin. No part of this program is applicable to email marketing efforts.  If you are an email marketer and are interested in working with Blue Dolphin, we have a separate marketing agreement that we will be happy to provide you upon request.  All requests may be made through email: affiliates@bluedolphin.com.  

If you are a member of The LinkShare Network™, you only need to read and agree to this Agreement. If you are not a member of The LinkShare Network™, you must complete a registration form to join The LinkShare Network™ and then read and agree to this Agreement. We will evaluate your registration form, and will notify you via email of our acceptance or rejection of your Site for participation in the Program. Blue Dolphin may reject a registration application for any reason in its sole discretion. We may also reject your application at any time after initial approval if we determine (in our sole discretion) that your Site is unsuitable for the Program.
Once you are accepted into the Program, you will be able to participate in the Program subject to the terms and conditions of this Agreement. You should also note that if you are accepted to participate in the Program and your Site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement effective immediately upon notice to you. 

2.	OFFERS
2.1	From time to time, Blue Dolphin may post on The LinkShare Network™ or as may be otherwise communicated to you by us, Offers to pay members of The LinkShare Networks™ a specified referral fee on certain Qualifying Product. We may also directly communicate to you the specified referral fee that will apply to the Offers that you will be eligible to market through the Program. All referral fees are subject to change at any time by Blue Dolphin, effective upon posting on The LinkShare Network™ or effective upon any form of notice that we may provide to you.
2.2	The terms of an Offer, as posted on The LinkShare Network™ or as may be otherwise communicated to you by us, shall be governed by the terms and condition of this Agreement. However, if there is any inconsistency between the terms of the specific Offer and the terms of this Agreement, the terms of the Offer govern.
2.3	At any time before you provide a Qualifying Link, Blue Dolphin may, with or without notice :  (a) change, suspend or discontinue any aspect of an Offer; or (b) remove, alter, or modify any graphic or banner ad provided to you pursuant to an Offer. You agree to promptly implement any request from Blue Dolphin to remove, alter or modify any graphic or banner ad submitted by you that is being used in connection with an Offer. 
2.4	You will not in anyway alter, change, modify or delete any of the graphics, text, pricing information and/or other terms of any Offer or any other marketing materials supplied to you by Blue Dolphin for use in connection with an Offer, nor will you add to, or frame, any such marketing materials supplied by Blue Dolphin in any manner that would cause the associated Offer to become false or misleading. You are responsible for accurately displaying the prices and all other marketing information and materials of Blue Dolphin Products that we communicate to you.
2.5	Blue Dolphin will not, and is not obligated to, make any representations, warranties or other statements concerning you, your Site, any of your products or services, or your Site policies, except as expressly authorized by the Offer.
3.	YOUR RESPONSIBILITIES
3.1	You shall only link your Site to areas within the Blue Dolphin Site using Required URLs for the Program. You may post as many links to the Required URLs as you like. The position, prominence and nature of links on the Blue Dolphin Site shall comply with any requirements specified in the Offer, but otherwise will be in Blue Dolphin’s discretion. Only valid Qualifying Links generated by The LinkShare Network™ will be tracked for purposes of determining referral fees that you may be eligible to receive on Qualifying Product Sales generated through your Site.
3.2	You will be solely responsible for the development, operation and maintenance of your Site and for all materials that appear on your Site. We disclaim all liability for such materials. You shall indemnify, defend and hold us harmless from all claims, damages and expenses (including, without limitation, attorney’s fees) relating to the development, operation, maintenance and contents of your Site and the services you make available at your site. You are also responsible for notifying us and The LinkShare Network™ of any malfunctioning of the Required URLs or other problems with your participation in the Program in accordance with the terms of the Offer and this Agreement. Blue Dolphin (or a designee such as The LinkShare Network™) will respond in normal course to all concerns upon notification.
4.	REFERRAL FEES
4.1	We agree to pay you the referral fee based on Qualifying Product Revenues specified in the Offer if: (a) a Customer purchases a Qualifying Product, accepts delivery of the Qualifying Product at a shipping destination within the United States, and remits full payment to us; (b) that Customer has accessed the Blue Dolphin Site and completed a Qualifying Product Sale online via a Qualifying Link from your Site, provided that it is the last link to the Blue Dolphin Site that the Customer uses during a Session where a sale of a product or a service to Customers occurs; (c) that Customer does not subsequently return or cancel the Qualifying Product subscription purchase; (d) the Customer’s order for the Qualifying Product did not involve interaction with a live Blue Dolphin sales representative (e.g., Customer saves the order for the Qualifying Product in a "Cart" and then calls a Blue Dolphin sales representative to complete the order); and (e) you have not otherwise received a referral fee, discount or other payment from Blue Dolphin based on that Qualifying Product Sale.
4.2	Blue Dolphin shall have the sole right and responsibility for processing all Product orders made by Customers. Blue Dolphin reserves the right, exercisable at its discretion, to reject orders that do not meet its requirements. You acknowledge that all agreements relating to sales to Customers are between Blue Dolphin and the Customer. Customers who buy products through this Program will be deemed to be Customers of Blue Dolphin. Accordingly, all Blue Dolphin rules, policies, and operating procedures concerning customer orders and returns, customer service, customer data, and product sales will apply to those Customers.
4.3	We may change our policies and operating procedures at any time. Blue Dolphin does not guarantee the availability of any Product, and may modify its selection of Products at any time. 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. You may not, without prior written permission from Blue Dolphin, change the prices of any Blue Dolphin's Products by impliedly or expressly offering discounts or other incentives, nor may you in anyway alter, change, modify or delete any of the graphics, text or other marketing materials supplied to you by Blue Dolphin for display in connection with any Offer.  You are liable for any losses that Blue Dolphin may incur due to any errors in or misrepresentations of Blue Dolphin’s pricing or other marketing information and materials caused by your own acts or omissions. Blue Dolphin's remedies for recovering losses from you may include, without limitation, the right to deduct such losses from future referral fee payments.
4.4	You must notify your current Blue Dolphin and/or LinkShare contact via an email to affiliates@bluedolphin.com within 120 days of the date of the applicable Qualifying Product Sale if you believe that you have not been paid all referral fees due under this Agreement for such Qualifying Product Sale.
5.	REFERRAL FEE PAYMENT
5.1	Unless otherwise stated in an Offer, we will pay you referral fees on a monthly basis. Approximately thirty (30) days following the end of each month, we (or our designee, The LinkShare Network™) will send you a check for the referral fees earned on Qualifying Product Revenues for that month. However, if the referral fees payable to you for any month are less than $20.00, we will hold those referral fees until the total amount due is at least $20.00 or (if earlier) until this Agreement is terminated. The referral fees payable to you with respect to Qualifying Product Revenues for a given month will be reduced by an amount equal to the amount by which referral fees previously paid or otherwise payable to you with respect to orders that are cancelled and that relate to a single Offer (net of any previous reduction to the referral fees due you pursuant to this sentence) exceed 15% of the cumulative total of all referral fees previously paid or otherwise payable to you with respect to such Offer. 
5.2	In order for us to process your referral fee payment, you shall provide to us your legal name (i.e. the name to whom you want the referral fee payment check to be made), street address and tax identification number.
6.	OWNERSHIP AND LICENSES
6.1	Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
6.2	We grant you a limited, revocable, non-exclusive, license to use the graphic image and text, which may include our name, logos, trademarks, service marks (collectively, the "Blue Dolphin Marks"), designated in the Offer, only in the forms provided to you directly by us or indirectly through The LinkShare Network™ Site, and in all cases solely for the purpose of creating Qualifying Links. Except as expressly set forth in this Agreement or permitted by applicable law, you may not copy, distribute, modify, or create derivative works from the Blue Dolphin Marks. Nor may you sublicense, assign or transfer the license granted herein, and any attempt to do so is void. Any use of the Blue Dolphin Marks on your Site must be approved by Blue Dolphin prior to publishing. We may revoke your license at any time by giving you written notice.
6.3	As a condition to your acceptance and participation in the Program, you shall not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement and will be grounds for our immediate termination: (a) use or otherwise incorporate the word "Blue Dolphin" or variations or misspellings in the domain name(s) of your Site(s), on any meta tags of Web pages comprising your Site, or in advertising or searchable keywords; (b) modify or alter the Blue Dolphin Site or Offers in any way; (c) make any representations, either express or implied, or create an appearance that a visitor to your Site is visiting the Blue Dolphin Site, e.g. "framing" the Blue Dolphin Site, without Blue Dolphin’s prior written approval; or (d)scrape" or “spider" the Blue Dolphin Site or any other Blue Dolphin website for content (such as images, logos and text).
6.4	You understand and agree that the terms and conditions of this Agreement, and any related pricing information, referral fees or quotations, technical, business, financial and/or sales information, constitute confidential and proprietary information of Blue Dolphin that embodies valuable trade secrets (all such information collectively, "Confidential Information"). You agree to maintain all such Confidential Information in strict confidence at all times and agrees not to disclose, duplicate or otherwise reproduce, or use for the benefit of third parties, directly or indirectly, such information in whole or in part or any materials relating thereof, absent Blue Dolphin’s prior written consent thereto in each case. You will ensure that no unauthorized persons shall have access to such Confidential Information, and that all authorized Affiliate personnel having access to said Confidential Information on a "need to know" basis while in the possession of such will adhere to all conditions stated in this paragraph. 
6.5	The parties agree that any breach of either of the party’s obligations regarding trademarks, service marks or trade names, confidentiality, links or the removal of links, and/or user data may result in irreparable injury for which there may be no adequate remedy at law, and therefore, the aggrieved party will be entitled to specific performance and other appropriate injunctive and equitable relief without the need for posting a bond.
7.	TERM AND TERMINATION
7.1	The term of this Agreement begins on the date that Blue Dolphin notifies you of its acceptance of your application for registration with the Program. During the term, either party may terminate an Offer at any time by deleting their acceptance of the Offer through The LinkShare Network™ or by otherwise providing written notice. Termination of a specific Offer does not terminate any other Offers.
7.2	Either party may terminate this Agreement at any time, for any reason, upon five (5) days prior written notice of such termination to the other party and The LinkShare Network™. Termination notification to Blue Dolphin shall be sent via email to affiliates@bluedolphin.com.  Termination will be effective as of other party's receipt of the termination notice.  In addition, Blue Dolphin may terminate this Agreement immediately if you :  (i)  materially breach or violate any terms or conditions of this Agreement,  (including, without limitation, the representations and warranties), or (ii) if Blue Dolphin determines, in its sole discretion, that (a) there are technical or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect the implementation of the Program, (b) the orders/referrals were obtained fraudulently or through misrepresentation, in which case Blue Dolphin reserves the right to withhold payment of associated referral fees pending an investigation of the suspected fraud or misrepresentation. Termination of this Agreement shall also terminate any outstanding Offer. However, all rights to payment, causes of action and any provisions that by their terms are intended to survive termination, survive termination of this Agreement.
7.3	Upon termination of this Agreement, you will immediately stop using, and remove from your Site, all links to the Blue Dolphin Site, and all Blue Dolphin Marks, and all other materials provided by or on behalf of us to you.
7.4	You are only eligible to earn referral fees on Qualifying Product Revenues occurring during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related Qualifying Products are not canceled or returned by a Customer. In addition, we may invoice you for referral fees that were paid to you prior to termination if those referral fees relate to Qualifying Products that are subsequently canceled or returned by a Customer.  We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.  You shall refund to us any overpayment of referral fees due to order cancellations occurring after the final payment of referral fees to you.  
8.	REPRESENTATIONS
8.1	You represent and warrant that: (a) you have the authority to enter into this Agreement (b) any material displayed on your Site (exclusive of any materials supplied to you by Blue Dolphin) will not: (i) infringe on any third party’s intellectual property or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; (vii) promote discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; (viii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines’; or (ix) otherwise constitute an "unsuitable Site" as determined by Blue Dolphin and (c) you will not in anyway alter, change, modify or delete any of the graphics, text, pricing information and/or other terms of any Offer or any other marketing materials supplied to you by Blue Dolphin for use in connection with an Offer, nor will you add to, or frame, any such marketing materials supplied by Blue Dolphin in any manner that would cause the associated Offer to become false or misleading.
8.2	EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 8, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BLUE DOLPHIN MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM OR THAT THE BLUE DOLPHIN SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE RESPONSIBLE FOR CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
9.	INDEMNIFICATION
9.1	Each party shall indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein. Each indemnifying party shall have the right to participate in the defense of any such claim through counsel of its choosing.
9.2	Affiliate shall indemnify, defend and hold harmless Blue Dolphin, its affiliates, directors, officers, employees and agents, and any affiliated publisher of Blue Dolphin who publishes a magazine that is the subject of an Offer displayed, otherwise communicated by you, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) arising directly or indirectly from Affiliate or any of its employees officers, directors, subcontractors, consultants, agents or representatives ("Affiliate Parties") that relate to or arise out of any of the following: (i) any errors in or misrepresentations of Blue Dolphin’s pricing or other contractual terms, graphics or text relating to any Offer to the extent caused by acts or omissions of any Affiliate Parties, (ii) allegations that the Affiliate's infringes or misappropriates a third party’s intellectual property or proprietary right, (iii) any gross negligence or willful misconduct of any Affiliate Parties. Blue Dolphin shall have the right to participate in the defense of any such claim involving the foregoing matters through counsel of its choosing.
10.	LIMITATION OF LIABILITY
Blue Dolphin will not be liable to you for any indirect, special, exemplary, consequential or incidental damages arising from or related to this Agreement, or the Program, or the The LinkShare Network™, even if informed of the possibility of such damages. Further, Blue Dolphin’s aggregate liability arising from this Agreement and the Program shall not exceed the total referral fees paid to you under this Agreement.
11.	GENERAL
11.1	No Agency.  Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect, and nothing in this Agreement (including any Offer) creates any partnership, joint ventures, agency, franchise, sales representative or employment relationship between the parties. Neither party shall make any statement, whether on their sites or otherwise, that reasonably would contradict anything in this paragraph.
11.2	Notice.  Except as otherwise expressly provided to the contrary hereunder, any notices required or permitted by this Agreement must be delivered to Blue Dolphin via registered mail to:
Blue Dolphin Group, Inc.
490 Boston Post Road
Sudbury, MA 01776
Attention: Vice President, Sales and Marketing

Any notices required or permitted by this Agreement or communications in connection with this Program will be sent to you by Blue Dolphin via e-mail at the address you provided when you registered to become a member of The LinkShare Network™. 

11.3	Interpretation.  THIS AGREEMENT HAS BEEN MADE IN AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN THE STATE OR FEDERAL COURTS LOCATED IN BOSTON, MASSACHUSETTS, and you consent to the jurisdiction of such courts.  The parties agree that execution and manifestation of assent may be achieved in any format convenient to the parties, including, without limitation, in more than one counterpart.  The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, which may be withheld in our sole discretion. 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. 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.  Sections 7 (Term and Termination), 9 (Indemnification), 10 (Limitation of Liability), and 11 (General) survive the termination of this Agreement.  We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion by providing written notice to you.  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 THE BLUE DOLPHIN OR LINKSHARE SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

11.4	Force Majeure.  You acknowledge that Blue Dolphin’s and LinkShare’s servers, equipment, and services (e.g. tracking and reporting) may be subject to temporary modifications or shutdowns due to causes beyond Blue Dolphin and LinkShare’s reasonable control. Such temporary service interruptions will not constitute a material breach of this Agreement. Blue Dolphin and LinkShare will use commercially reasonable efforts to provide the services contemplated under this Agreement and to remedy any temporary interruptions or other problems that adversely affect the Program.
11.5	Attorneys’ Fees.  If any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party is be entitled to receive from the other party, will be entitled to receive its reasonable attorneys’ fees and costs incurred in bringing such action.

12.	DEFINITIONS.  Certain capitalized terms used in this Agreement have the following meanings:
12.1	"Blue Dolphin Site" means the website located at the URL http://www.bluedolphin.com. 
12.2	"Customer" means a visitor to the Blue Dolphin Site who purchases a Qualifying Product.
12.3	"Offers" means collectively (i) any specific subscription offer posted by Blue Dolphin on the Blue Dolphin Site, and/or (ii) within the LinkShare Network™. 
12.4	"Product" means a Blue Dolphin promotional subscription for a product published by one of Blue Dolphin’s affiliated publishers.
12.5	"Qualifying Link" means a link from your Site to the Blue Dolphin Site using one of the Required URLs or any other URL or graphic link provided by Blue Dolphin for use in the Program.
12.6	"Qualifying Product" means a Product that is offered for sale by Blue Dolphin at the Blue Dolphin Site and is the subject of an Offer.
12.7	"Qualifying Product Sales" means online sales of Qualifying Products to third parties that either (i) result from a Customer clicking on a Qualifying Link and, during the same Session, purchasing the specific subscription that is the subject of the Offer with which such Qualifying Link is associated ("Specific Product Sales"), or (ii) result from a Customer clicking on a Qualifying Link at your Site, and, during the same Session, navigating to the Blue Dolphin Site and then making a purchase of a subscription that is not the subject of an Offer specifically marketed by you ("Non-Specific Product Sales").  However, in the case of Nonspecific Product Sales, only the first subscription purchased per Customer per Session will be counted as a Qualifying Product Sale.
12.8	“Qualifying Product Revenues” means all revenue derived by us from Qualifying Product Sales, minus the associated (i) costs of shipping, handling and gift wrapping, (ii) taxes, (iii) service charges, (iv) credit card processing fees and (v) advertised promotional discounts.
12.9	"Required URLs" means the special URLs provided by us that are specified (i) in an Offer to be used to link from your Site to the Blue Dolphin Site.
12.10	"Session" means the period between the time a Customer first clicks on a Qualifying Link, navigates to the Blue Dolphin Site for further browsing, makes an online purchase at the Blue Dolphin Site, and the time that such Customer either (i) exits the Blue Dolphin Site and navigates to another Site, or (ii) exits and closes such Customer’s internet-browsing software application while viewing the Blue Dolphin Site.
12.11	"Site" means a World Wide Web Site and, depending on the context, includes the website that you will use to link to the Blue Dolphin Site as identified by you to Blue Dolphin.
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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 Sites that are similar to or compete with your 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.