This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the TravelProducts.com Affiliate Program (the "Program"). As used in this Agreement, "we" means TravelProducts.com, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to TravelProducts.com's site, located at the URL www.TravelProducts.com, or to any site that you will link to our site (and which you identify in your affiliate application).

1. Enrollment in the Program. To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that promote any of the following: sexually explicit materials, violence, violation of intellectual property rights or unlawful discrimination (based on race, sex, religion, nationality, disability, sexual orientation, or age). By participating in the Program, you agree that your site will not promote any such activities.

2. Links on Your Site. Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more links to our home page at http://www.travelproducts.com or http://www.travelaccessories.com. You may also or alternatively, provide a link on your site that will link to any particular page on our site.
We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. You acknowledge that, by participating in the Program and placing any of the above links within your site, TravelProducts.com may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your consent to and authorization for TravelProducts.com's access to, and use of such information, consistent with the policies and procedures set forth in TravelProducts.com’s privacy policy.

You acknowledge and agree that you will: (a) use any images, text, or other information obtained by you from us or our site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (b) not modify or alter any Content that consists of a graphic image, other than to resize it; (c) not edit any Content that consists of text, other than to shorten its length; (d) not sell, redistribute, sublicense or transfer any Content; (e) not use any Content in a manner intended to send sales to any site other than the TravelProducts.com site; and (f) promptly delete any Content that is no longer displayed on the TravelProducts.com site or that we notify you is no longer available for your use.

3. Order Processing. We process orders placed by customers who follow Special Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. 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 by using Special Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

4. Referral Fees. We will pay you referral fees on product sales to third parties. For a product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site to our site, and add the product to his or her shopping cart during a session. The session ends upon one of the following events: (a) 24 hours elapses from the customer's initial click-through or (b) the customer orders the product. We will only pay referral fees on such products after order, payment and shipping have occurred.

We will not, however, pay referral fees on any products that are added to a customer's Shopping Cart or are purchased after the customer has reentered our site, as determined by us, even if the customer previously followed a link from your site to our site. You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. For Products sold during sessions initiated through Special Links on your site, you will earn (subject to the other terms of this Agreement) referral fees of 10% of the sale price (excluding costs for shipping, handling, gift-wrapping, taxes, returns, fraudulent or cancelled orders and bad debt) provided that referral fees must accumulate to $10 before a check is written to you. 10% of refunds issued to your visitors will be subtracted from your referral fee. Checks will be mailed on a monthly basis, subject to the $10 minimum.

5. Policies and Pricing. Customers who buy products through the Program will be deemed to be customers of TravelProducts.com. Accordingly, all TravelProducts.com 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. 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.

6. Limited License. We grant you a nonexclusive, revocable right to use the graphic image and text that we provide to you, solely for the purpose of identifying your site as a Program participant and to assist in generating product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

7. Responsibility for Your Site. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site.
You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

8. 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. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all TravelProducts.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on our sales of products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

9. 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 site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. 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.

10. 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, that reasonably would contradict anything in this Section.

11. Limitation of Liability. We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement and/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/or the Program will not exceed the total referral fees paid or payable to you under this Agreement.

12. 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, noninfringement, 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 error-free, and we will not be liable for the consequences of any interruptions or errors.

13. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. 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.

14. 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. 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 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. This Agreement is the final, complete agreement of the parties with respect to its subject matter and may only be changed by a written amendment agreed to by both parties.