Terms And Conditions


MERCHANT TERMS

This Merchant Service Agreement (the "Agreement") is made by and between Boot Baron, LLC, a California, USA company. (DBA: "LINKLAUNCHER.COM", "Link Launcher", "LINKLAUNCHER.COM", "We"), and you, as a Merchant user of the
LINKLAUNCHER.COM service ("You", "Your", "Merchant").

To be an authorized Merchant of LINKLAUNCHER.COM, You agree to abide by the terms and
conditions contained in this Agreement. Please read this Agreement carefully before registering
and using the LINKLAUNCHER.COM Service as a Merchant. By signing up for LINKLAUNCHER.COM, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the LINKLAUNCHER.COM Service as a Merchant. If present, a “MERCHANT AGREEMENT ADDENDUM” will be honored by LINKLAUNCHER.COM to set specific terms for the Merchant.

PRIVACY POLICY

LINKLAUNCHER.COM respects the privacy of its users and promises not to disclose personal or
business information to third parties without the express permission of You and Your company.
We will not sell Your name, e-mail address, phone number, or any other personal information
to anyone else. We consider this information to be private, and it will remain as such. If You
have any questions about Your privacy rights, contact us at info@linklauncher.com

The Merchant Service Agreement is summarized as follows:
• Affiliates put your banners on their sites, or within the content of their newsletter.
• You may not dictate where the Affiliates place their banners. If you are unhappy with an Affiliate, or feel that they are not suited for your site, you may remove the Affiliate from your program
• LINKLAUNCHER.COM will pay your affiliates, using the money in your LINKLAUNCHER.COM
account. In order for your program to remain active, the Merchant must keep in balance with Link Launcher a positive dollar amount.
• THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN
LINKLAUNCHER.COM: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED.
• You agree that LINKLAUNCHER.COM, although the provider of the Service, has no responsibility or liability as a result of placement of authorized Links to Your Web site
• Any rewards or payments given to affiliates, through LINKLAUNCHER.COM must be done through LINKLAUNCHER.COM
• All offers that you promote on our network MUST be from your own site if you are paying per lead and pay sale transactions. You may NOT promote other affiliate offers unless you are paying on a pay-per-click basis. For example, if you place a banner promoting an offer that is off of your site, and do not own that site, you cannot promote that offer. This is considered fraudulent activity, and your account is subject to immediate termination, with NO refund of any fees or deposits that you have made to your account.
• LINKLAUNCHER.COM will make every effort to distinguish, and squash out fraudulent affiliates and links. However, you should monitor your affiliate program closely, and notify us immediately if you feel a fraudulent practice is being used.
• If it is found during the initial setup process that our software will not work with your website configuration, we will refund all setup fees and deposits to your account. If you should choose to cancel before becoming active, for any other reason besides software incompatibility (as determined by LINKLAUNCHER.COM), we will refund your setup fee and deposit, minus a $10 return fee. Once your site goes active on the LINKLAUNCHER.COM service, there are no refunds of the setup fee allowed – unless in the case of a material breach by LINKLAUNCHER.COM. If you choose to cancel after going active, only your deposit (used to pay your affiliates) can be returned to you.

PRICING: All pricing information can be found at https://www.LINKLAUNCHER.COM or as
stated in the Addendum to this agreement.

DEFINITIONS
"Performance Marketing" occurs when e-businesses ("Merchants") and individual web sites that generate their own traffic ("Affiliates") partner to drive traffic to the Your Web site and the You pay a reward or bounty when the Visitor referral results in a sale, lead, click, or other measurable action. "Affiliate" means a site that is rewarded for a legitimate sale, lead, click, or other measurable action by a Visitor, and uses the LINKLAUNCHER.COM Service to facilitate applications, tracking, reporting, and receipt of commission payment.

"Merchant" means a Web site that pays a reward for a legitimate sale, lead, click, or other measurable action by a Visitor, and uses the LINKLAUNCHER.COM Service to facilitate sign-ups, tracking, reporting, and issuance of commission payment.

"Visitor" means any person, or user that clicks on a Link to a Your Web site placed on an Affiliate's Web site.

"Sale commission" means the Payout You agrees to pay for Visitors referred to Your Web site that results in a sale of a product or service. The sale could occur at the time of the visit or at a later time not to exceed 30 days. If a sale occurs after 30 days and the Visitor has not returned through an authorized Affiliate's site, then no Payout shall occur.

"Payout" means the amount sale commission, lead commission, or click commission established and agreed upon by LINKLAUNCHER.COM and You. The Payout may be expressed as a set amount or as a percent of sales.

"Commission" means the amount sale commission, lead commission, or click commission established and agreed upon by LINKLAUNCHER.COM and You. The Commission may be expressed
as a set amount or as a percent of sales.

"Qualifying Revenues" are revenues derived by the Merchant from authorized sales, excluding costs for shipping, handling, gift-wrapping, taxes, gift certificates, service charges, credit card processing fees, charge backs, returns and bad debt.

"Link" means a hyperlink placed on an Affiliate's site that, when clicked on, serves Your Web site to the Visitor's browser. The Link may be in the form of text, a product image, a button, a banner or any other format acceptable to You, and defined only through Your program on LINKLAUNCHER.COM.

“Click" occurs when an internet user clicks through a Link that an Affiliate has placed for a
Merchant.

“Measurable Action” occurs when an internet users completes either a purchase, lead form, or other action which the Merchant has defined. When a Measurable Action can be matched, by LINKLAUNCHER.COM to a previous “Click”, a “Commission” occurs and is tracked by
LINKLAUNCHER.COM

"VOID" means a reversal of a Payout previously earned for a sale, lead, or click that is later rescinded or corrected by You. You may VOID transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, or other valid reasons.

"Your Account" means a separate, specific account within the Service that is debited based on Your Commissions and Commissions paid to LINKLAUNCHER.COM

"Account Balance" indicates the current monetary value of monies deposited into Your Account at LINKLAUNCHER.COM. These monies are used to pay Affiliates for commissions generated as well as Link Launcher fees.

“Tracking Code” means a small piece of HTML code given to the Merchant by LINKLAUNCHER.COM which is used by LINKLAUNCHER.COM to provide the Service.

“Tracking Pixel” means a small piece of HTML code given to the Merchant by LINKLAUNCHER.COM which is used by LINKLAUNCHER.COM to provide the Service.

“Tracking Gap” is a setting in Your Account, set by the Merchant, which dictates the maximum time that can elapse between a Click and a Measurable Action.

THE SERVICE

LINKLAUNCHER.COM, as an Affiliate Network Provider, has developed, operates and provides a service which allows Web sites to run and/or participate in Performance Marketing programs (the "Service"). You wish to become a Merchant of LINKLAUNCHER.COM and utilize the Service as a
Merchant. As a Merchant, Affiliates will be establishing relationships with you. All relationships established between You, the Merchant, and Affiliates under this Agreement through Link Launcher’s network will be conducted and managed through the Service. This in no way shall limit the Merchant from establishing relationships with Affiliates through other Affiliate Network Providers or engaging in other business development relationships.

LINK PLACEMENT

As a Merchant of Link Launcher, you may not dictate where Affiliates place their banners. If you are unhappy with an Affiliate, or feel that they are not suited for your site, you may remove the Affiliate from your Service at any time.

TRACKING CODE

Should the necessary Tracking Code be found missing or removed from the Merchant site, LINKLAUNCHER.COM will notify the Merchant via email and telephone in order to rectify the situation. Merchant will be given 14 days to correct the problem and will notify LINKLAUNCHER.COM when the corrections have been made. After 14 days, LINKLAUNCHER.COM will have the right to terminate this agreement and in such event the Merchant would forfeit the remaining Balance in their Account.

MERCHANT BALANCE

At all times, Merchant must maintain a positive balance on their LINKLAUNCHER.COM account –
which is used to pay Affiliates for commissions generated. If Merchant’s account balance falls below $0, all links will cease to function until such time that the Merchant is able to make a deposit into the account.

PRICING

LINKLAUNCHER.COM, Inc. agrees that the transaction fee will remain at 20%, as indicated at
https://www.LINKLAUNCHER.COM, for a period of 12 Months after the execution of this agreement. Client is under no obligation to remain with LINKLAUNCHER.COM, Inc. for the entirety of the 12 month period, and may discontinue the service at anytime upon notice without penalty of any kind. Upon any termination by Merchant hereunder, LINKLAUNCHER.COM shall refund any remaining balance in Merchant’s account within a period equal to the “Tracking Gap” plus 30 additional days to account for processing and delivery. At the end of the 12 month period, if Client wishes to continue service LINKLAUNCHER.COM, Inc. reserves the right to re-negotiate pricing so as to reflect current market conditions if LINKLAUNCHER.COM feels necessary. Current pricing and refund information is listed below:

Service
Description
Cost Extra Info
Network Access
Fee
$550 This is a one time fee occurring only after all of the setup steps have been completed, and prior to activation on the network.

Minimum
Deposit Amount
$100 This amount is used to pay the affiliates and Link Launcher for sales and other qualified leads that you define. Any amount left in your account that is not used to pay for sales, leads or feed to Link Launcher can be refunded to you at anytime that you wish to close your account. Transaction fees 20% Fees are based on the payout rate. For example,if you pay an affiliate $1 per lead, you pay LINKLAUNCHER.COM 20% or $0.20
(Minimum of 1 cent per transaction)
Monthly
Minimum
$25 In a given month, if your account does not generate a minimum of $25 in fees to Link Launcher, your account will be charged the difference. There is a grace period. We understand that affiliate programs take time to grow, so we offer the following grace period:
Prior to Activation on the
Network
No Minimum Fees
Up to 60 days after
Activation
No Minimum Fees
60-120 after Activation
$10 Minimum Per
Month
120+ after Activation
$25 Minimum Per
Month
Monthly minimum billing will begin on the 1st of the month following your grace period, so your actual grace period may be a little longer depending on what day of the month your account is activated.
Check
Processing and Included LINKLAUNCHER.COM processes and writes your affiliates' checks
free of charge each month.
Paying of Affiliates
Affiliate Help
Desk

Included Your Affiliates may contact our help desk at any time for the life of their membership, without any cost to you.

Datafeed upload Included /
Restricted
You may upload a datafeed of your products, to be used by your affiliates, at no charge. This is limited to datafeeds with no more than 15,000 overall product SKU records.

For larger datafeeds, please contact your sales representative for reasonable pricing.
FTP Download
Permission Fees
$1 Per
Approved
Affiliate

AFFILIATE TRANSACTIONS AND PAYMENT

The Merchant shall establish and define a set Commission that Affiliates will earn for authorized transactions received via their Links.

Affiliates shall earn a Commission on authorized transactions when a sale is placed by a customer who follows a Link from the Affiliate’s site to the Merchant’s site. The Merchant will only pay Commission on Qualifying Sales subject to resolution of all outstanding Voids. All payments to Affiliates, including bonuses or rewards, shall be processed through LINKLAUNCHER.COM. Payments to Affiliates are made automatically each day Affiliates account balance reaches $25 or more for the previous months' transactions.

VOIDS/REVERSALS/PRODUCT RETURNS

A “Void” is executed by the Merchant as a means to reverse the commission given to a particular affiliate on Qualifying Sales. Voids may be the result of (i) canceled sales; (ii) product returns; (iii) duplicate or repeat errors; (iv) non-bona fide Transactions; (v) nonreceipt of payment from Customer; (vi) Refund of payment to Customer; (vii) Failure by an Affiliate to comply with the Terms of Agreement set forth by LINKLAUNCHER.COM, Inc. and the

Merchant.
Merchant will decide and indicate to LINKLAUNCHER.COM, Inc. how long they require sales to remain in a pending status prior to being credited to an Affiliate. This number will be referred to as the “Pending Sales Period” and is defined as 0 days unless specified in the “Addendum” to this agreement. From that date, the sale will remain in a status allowing the Merchant to Void the commission for the remainder of the current month, plus 19 days into the next month. At that time, the commission will be paid to the Affiliate and the Merchant will no longer be able to reverse the sale.

If in the “Addendum”, a positive number is used for the “Pending Sales Period”, the Merchant agrees to keep in their Link Launcher account a balance of monies equal to the current value of any pending transactions posted to their account.

SERVICE AND SUPPORT

LINKLAUNCHER.COM will provide support for the Service as indicated on the LINKLAUNCHER.COM

Web site and in accordance with the terms and conditions set forth in this Agreement that supersede any other Agreement.

EMAIL CONTACT
LINKLAUNCHER.COM shall send timely e-mails to inform You of applicable changes or additions to
the Service or any LINKLAUNCHER.COM related products and services.

CHANGES TO THE SERVICE

LINKLAUNCHER.COM reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, LINKLAUNCHER.COM will notify You via e-mail, newsletter or the LINKLAUNCHER.COM Web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service. If you choose to withdraw, we will refund all monies contained in your account within a period equal to your “Tracking Gap” plus 10 additional days to account for processing and delivery.

REGISTRATION
To sign up as a Merchant of LINKLAUNCHER.COM and to use the Service as a Merchant you must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities.

THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN LINKLAUNCHER.COM: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to CRACKING, and HACKING SITES. As part of the registration process, You will select a username and password combination that You use to access Your Merchant area within the Service. You shall provide LINKLAUNCHER.COM with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that LINKLAUNCHER.COM may rely on any data, notice, instruction or request furnished to LINKLAUNCHER.COM by You which is reasonably believed by LINKLAUNCHER.COM to be genuine and to have been sent or presented by a person reasonably believed by LINKLAUNCHER.COM to be authorized to act on Your behalf. You shall notify LINKLAUNCHER.COM by e-mail at info@linklauncher.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by LINKLAUNCHER.COM and referral to the appropriate law enforcement agencies.

ACCEPTED USE

You represent to LINKLAUNCHER.COM that all content You provide to the Service, to the best of your knowledge, but without special investigation of any kind, is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) in the United States, and is not defamatory, libelous, unlawful or otherwise objectionable under the laws of the United States. You shall not knowingly or intentionally provide, promote, distribute, place or otherwise publish as a Merchant of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As LINKLAUNCHER.COM may not review all information provided by You, You shall remain solely responsible for Your content and Web site.

Through the Contact and Newsletter features of the LINKLAUNCHER.COM interface, Merchant agrees to limit contact to discussions directly related to the Merchant’s affiliate program running through LINKLAUNCHER.COM only. Merchant agrees not to promote other offers not directly related to the Merchant’s affiliate program running through LINKLAUNCHER.COM. If a violation of this is discovered, the Merchant will be given email and telephone notice and given the opportunity to correct the violation within 72 hours to the satisfaction of LINKLAUNCHER.COM prior to any termination. Merchant must ensure emails they send are in compliance with CANSpam and other federal laws.

LIMITED WARRANTY
The Service, its operation, its use and the results of such use shall be performed in A professional and workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EACH OF LINKLAUNCHER.COM AND MERCHANT DISCLAIMS ALL WARRANTIES
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, LINKLAUNCHER.COM SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY. LINKLAUNCHER.COM will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Merchant understands and acknowledges that it is normal to have a certain amount of system downtime, up to net 10% of a given calendar month, provided, if Merchant reasonably determines that such downtime greater than net 10% of a given calendar month is adversely or materially impacting Merchant’s ability to derive benefit from the Service, it shall notify LINKLAUNCHER.COM, and Link Launcher shall give Merchant a refund equal to 25% of all monies paid by Merchant for LINKLAUNCHER.COM transaction fees, excluding those paid to cover earned Commissions by Affiliates, during the preceding one month period. Merchant further agrees not to hold LINKLAUNCHER.COM liable for any of the consequences of such interruptions. MERCHANT SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY WITH RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF MERCHANT HEREUNDER SHALL BE LIMITED TO THE FEES PAID BY MERCHANT TO LINKLAUNCHER.COM UNDER THIS AGREEMENT. LIMITATION OF LIABILITY
EXCLUDING LIABILITY ARISING FROM OR RELATING TO LINKLAUNCHER.COM’S OBLIGATION TO KEEP MERCHANT INFORMATION CONFIDENTIAL UNDER THE SECTION ENTITLED “NONDISCLOSURE” BELOW AND ANY BREACH BY LINKLAUNCHER.COM OF THE SECTION ENTITLED “OWNERSHIP AND LICENSES”, NEITHER MERCHANT, ON THE ONE HAND, NOR LINKLAUNCHER.COM OR ITS SUPPLIERS OR RESELLERS OR OTHER MERCHANTS, ON THE OTHER HAND, SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE LINKLAUNCHER.COM SERVICE OR ANY INFORMATION PROVIDED ON THE LINKLAUNCHER.COM WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF Link Launcher HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY. IN SUCH JURISDICTIONS, A PARTY'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY. You agree that LINKLAUNCHER.COM, although the provider of the Service, has no responsibility or liability as a result of placement of authorized Links to Your Web site, from the Affiliates.

LINKLAUNCHER.COM agrees to indemnify, defend, and hold harmless Merchant and its affiliates,
officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees, expert witness fees and costs) directly or indirectly arising from or relating to LINKLAUNCHER.COM's acts or omissions in performance of the Services or its breach of this Agreement.

NON-DISCLOSURE

LINKLAUNCHER.COM acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your company. LINKLAUNCHER.COM agrees not to disclose or disseminate the Confidential Information without Your prior express written consent in each instance. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of LINKLAUNCHER.COM, that becomes available to LINKLAUNCHER.COM from third parties without knowledge by LINKLAUNCHER.COM of any breach or violation of fiduciary duty, or that
LINKLAUNCHER.COM had in its possession prior to the date of this Agreement.

LINKLAUNCHER.COM does not and shall not collect information about a Merchant’s customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. LINKLAUNCHER.COM reserves the right to be able to utilize this data in aggregate to anonymously analyze Service trends, monitor Service efficiencies, and perform such other analysis as LINKLAUNCHER.COM deems appropriate.

OWNERSHIP AND LICENSES

LINKLAUNCHER.COM represents and warrants that it owns certain images, technology, content, trademarks, banners and other intellectual property that it shall provide to you, under this Agreement You, the Merchant, are granted a non-exclusive, limited, revocable right to use trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of LINKLAUNCHER.COM, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain LINKLAUNCHER.COM's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.
You, the Merchant, hereby grant LINKLAUNCHER.COM a non-exclusive, limited, revocable right to
sublicense the use of Merchant provided trademarks and banners to Affiliates. All images, technology and content provided for LINKLAUNCHER.COM and Affiliate use is and shall remain the sole property of the Merchant and no part thereof shall be deemed assigned or licensed to Affiliate or to LINKLAUNCHER.COM except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Merchant’s sole property, including rights in and to any derivatives thereof. LINKLAUNCHER.COM and Affiliates may not modify the trademarks, banners, the content or any of the images provided by Merchant in any way. Merchant may immediately terminate an Affiliate license to use the marks if Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. LINKLAUNCHER.COM acknowledges the Merchant’s ownership and exclusive right to use the marks and agrees that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant. Should the Merchant wish to terminate an Affiliate license, due to any of the conditions listed above, LINKLAUNCHER.COM will provide the contact information that LINKLAUNCHER.COM has on file for that Affiliate. The Merchant acknowledges that LINKLAUNCHER.COM has no further obligation or requirement to assist in recovering any damages from the Affiliate should they occur from unauthorized or non-licensed use of the marks.

REPRESENTATIONS

LINKLAUNCHER.COM makes no representations whatsoever about any other Web site which You
may access through the Service. In addition, a link to a non-LINKLAUNCHER.COM Web site does not mean that LINKLAUNCHER.COM endorses or accepts any responsibility for the content or the use of such Web site.

ASSIGNABILITY

Merchant or LINKLAUNCHER.COM may assign this Agreement to any successor or affiliate upon
notice to the other party, provided, in the case of LINKLAUNCHER.COM, the assignee continues to
fulfill its obligations and provide the Service hereunder.

FORCE MAJEURE

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party

JURISDICTIONAL ISSUES

This Agreement shall be governed by California, USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of California, USA and all parties consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

MISCELLANEOUS

This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this

Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to
make it enforceable.


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AFFILIATE AGREEMENT

This Affiliate Service Agreement (the "Agreement") is made by and between LINKLAUNCHER.COM, Inc., a California, USA LLC ("LINKLAUNCHER.COM"), and you, as an Affiliate utilizing the LINKLAUNCHER.COM service ("You", "Your", "Affiliate").

You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before registering and using the Service as an Affiliate. By signing up for LINKLAUNCHER.COM, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the LINKLAUNCHER.COM Service as an Affiliate.

The following agreement is summarized as follows: You place our merchants banners anywhere on your site as you see fit, or within non-spam emails. We may email you concerning new merchant programs We might change the service here and then Adult, Hate, or other related sites are not allowed
You will be paid your commissions, at such time as your account balance is $50 or more. All statistics are collected and calculated by LINKLAUNCHER.COM, and will be the only valid stats used for determining commissions.

Any page that contains LINKLAUNCHER.COM links, banners, or code must be written in English. As an affiliate, you can only have 1 account. You can list multiple domains in one account, but only one account is allowed. Self-referrals for affiliate or merchant accounts are strictly prohibited. International affiliates (those with addresses outside of the 50 U.S. States) are paid via Direct Deposit where possible.

Your physical address listed for receiving checks MUST be your actual address. Mail forwarding services, for the purpose of avoiding network demographics, is NOT allowed. For example, if you choose USA as your country, you must be in the USA. If you choose Russia as a country, you must be in Russia. You won't hold us liable for anything, a link to a non-LINKLAUNCHER.COM Web site does not mean that LINKLAUNCHER.COM endorses or accepts any responsibility for the content or the use of such Web site.

You cannot SPAM. You cannot SPAM. You cannot SPAM.

We will terminate your account on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate your account on the first offense. You may place banners or links within your newsletters, in content of your website, or within other web related content.

Affiliate accounts that are left inactive will be removed from our system if their balance is equal to or less than $25. If an abandoned affiliate account has a balance between $25 and $50, a $25 fee will be assessed once per calendar month, until the balance is equal to zero dollars - and is closed. At no time will an affiliate ever owe monies to LINKLAUNCHER.COM, Inc. based on fees - the account will simply be closed. An abandoned affiliate account is defined as any account that has not been logged in to for a period of 6 months, nor have any transactions been posted to that account. If one or the other of those conditions are true - the account will remain in an active state.

NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks etc. are NOT allowed.
NOT ALLOWED: Any placement of creative in a "Desktop" advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
NOT ALLOWED: Any display of a merchant window that isn't the result of a direct click by the end-user.

Failure to abide by these rules could mean termination from a given merchant program, or from LINKLAUNCHER.COM completely with a complete forfeit of commissions. Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN MEMBERSHIP TERMINATION AND VOIDED COMMISSIONS.

If you run or utilize an incentive website, you MAY participate in LINKLAUNCHER.COM's pay-per-click and pay-per-lead programs ONLY IF you receive specific written (fax or email are ok as well) permission from the merchant. You must also copy this specific permission to us, and that permission must detail exactly what kind of incentive your users have to click the links. Without this permission, your commissions may be voided. You are allowed to participate in any pay-per-sale programs without any special permission.

At LINKLAUNCHER.COM, there are two levels of membership: Full and Limited. All affiliates begin at the Limited level, and can participate only in pay-per-lead and pay-per-sale programs. Your status will be changed to "Full" at the time of your first payment sent to you. You must also be participating as a top-level domain name, i.e., no generic free website services allowed. Only Full members can participate in pay-per-click programs.

You cannot refer yourself as a Merchant with LINKLAUNCHER.COM and receive commission. Sorry.

PRIVACY POLICY

LINKLAUNCHER.COM respects the privacy of its users and will not disclose personal information to third parties without the express permission of You and Your company. If You have any questions please contact info@linklauncher.com. 

DEFINITIONS

"Performance Marketing" occurs when individual web sites that generate their own traffic ("Affiliates") partner with online Merchants ("Merchant")’s and the Merchant pays a commission or other reward for those Visitors resulting in a measurable action such as a closed sale, lead, hit, or other action.

"Affiliate" means an individual or business generating their own traffic and thus rewarded for legitimate sales, leads, clicks, or other measurable action. Affiliates use LINKLAUNCHER.COM to facilitate relationships with Merchants as well as gain tracking, reporting, and receipt of commission payment. 

"Merchant" means an e-commerce entity paying a commission or bounty for legitimate sales, leads, clicks, or other measurable action by a Visitor. Merchants use LINKLAUNCHER.COM facilitate relationships as well as gain tracking, reporting, and issuance of commission payment. 

"Visitor" means any person, or user that clicks on a Link to a Merchant’s Web site placed on an Affiliate's Web site. 

"sale commission" means the Payout the Merchant sets and agrees to pay for Visitors referred to the Merchant's Web site that results in a sale of a product or service. The sale could occur at the time of the visit or at a later time not to exceed 90 days. If a sale occurs after 90 days and the Visitor has not returned through an authorized Affiliate's site, then no Payout shall occur.

"lead commission" means the Payout the Merchant sets and agrees to pay for Visitors referred to the Merchant's Web site that results in the Visitor performing an action defined by the Merchant. Such an action could include filling out a form, joining a mailing list, or other mechanism to identify potential customers. The action could occur at the time of the visit or at a later time not to exceed 90 days. If an action occurs after 90 days and the Visitor has not returned through an authorized Affiliate's site, then no Payout shall occur.

"click commission" means the Payout the Merchant sets and agrees to pay for a valid click from an Affiliate Partner's site to the Merchant's site that results in the Merchant's Web site being view-able to the Visitor. A click is deemed valid when it meets certain criteria as defined on the Web site or in this agreement, which criteria may change from time to time.

"Payout" means the amount of sale commission, lead commission, or click commission a Merchant agrees to pay for an individual measurable action. The Payout is defined as either a percentage of a total sale amount, or as a set bounty (flat rate) per action.

"Commission" means the amount sale commission, lead commission, or click commission a Merchant agrees to pay for an individual measurable action. The Payout is defined as either a percentage of a total sale amount, or as a set bounty (flat rate) per action.

"Link" means a hyperlink placed on an Affiliate's site that, when clicked on, sends a Visitor through to a Merchant website via redirection at LINKLAUNCHER.COM. Links take many forms including text, a product image, buttons, banners, videos or any other format acceptable to the Merchant.

"VOID" means a reversal of a Payout previously earned for a sale, lead, or click that is later rescinded or corrected by the Merchant. Merchant's may VOID transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, or other valid reasons.

"Your Account" means a specific account within the Service, where Commissions are credited.

THE SERVICE

LINKLAUNCHER.COM has developed and operates a service (the "Service") which allows Affiliates to participate in Performance Marketing programs. As an Affiliate of LINKLAUNCHER.COM you will be establishing arrangements with third party organizations, called Merchants. All Affiliate relationships established between You, the Affiliate, and LINKLAUNCHER.COM Merchants, will be conducted and managed through the Service.

LINK PLACEMENT

As an Affiliate of the Service, you may place and remove Merchant Links on Your site and in acceptable locations.

You place our merchants banners anywhere on your site as you see fit, or within non-spam emails.
Adult, Hate, or other related sites are not allowed

Any page that contains LINKLAUNCHER.COM links, banners, or code must be written in English.

You cannot SPAM. You cannot SPAM. You cannot SPAM.

We will terminate your account on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate your account on the first offense.

Affiliate accounts that are left inactive will be removed from our system if their balance is equal to or less than $25. If an abandoned affiliate account has a balance between $25 and $50, a $25 fee will be assessed once per calendar month, until the balance is equal to zero dollars - and is closed. At no time will an affiliate ever owe monies to LINKLAUNCHER.COM, Inc. based on fees - the account will simply be closed. An abandoned affiliate account is defined as any account that has not been logged in to for a period of 6 months, nor have any transactions been posted to that account. If one or the other of those conditions are true - the account will remain in an active state.

NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks etc. are NOT allowed.
NOT ALLOWED: Any placement of creative in a "Desktop" advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
NOT ALLOWED: Any display of a merchant window that isn't the result of a direct click by the end-user.


AFFILIATE PAYMENT

You will receive a Commission for sending a Merchant authorized sales, leads, and/or clicks via Your Links. In order to place Links, You must first be approved by a Merchant to become an Affiliate of that Merchant’s program. You understand that the Payout amount may be changed at any time. This information is also available to You at the LINKLAUNCHER.COM Member’s Area. You are responsible for determining if the Payout for a Link You have placed on Your site has changed or been discontinued. You receive the Commission from LINKLAUNCHER.COM. Payments are made automatically each day when Your account balance reaches $25 or more for the previous months' transactions. Money credited to Your Account does not accrue interest. In the event of a VOID by a Merchant, LINKLAUNCHER.COM may recover from You the corresponding Commission previously credited to Your Account. The VOID Commission will be immediately deducted from Your Account balance. In the event that Your Account balance is less than the VOID Commission, the VOID Commission will be deducted against Your future earnings. You will NEVER be asked to send money to LINKLAUNCHER.COM

SERVICE AND SUPPORT

LINKLAUNCHER.COM will provide support for the Service as indicated on the LINKLAUNCHER.COM Web site.

EMAIL CONTACT

LINKLAUNCHER.COM reserves the right to send e-mail to You for the purposes of informing you of applicable changes or additions to the Service or any LINKLAUNCHER.COM related products and services.

CHANGES TO THE SERVICE

LINKLAUNCHER.COM reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, LINKLAUNCHER.COM will notify You via e-mail, newsletter or the LINKLAUNCHER.COM Web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service.

REGISTRATION

To sign up as an Affiliate of LINKLAUNCHER.COM and to use the Service as an Affiliate Partner you must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities.

THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN LINKLAUNCHER.COM: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES. As part of the registration process, You will select a username and password combination that You use to access Your Affiliate area within the Service. You shall provide LINKLAUNCHER.COM with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that LINKLAUNCHER.COM may rely on any data, notice, instruction or request furnished to LINKLAUNCHER.COM by You which is reasonably believed by LINKLAUNCHER.COM to be genuine and to have been sent or presented by a person reasonably believed by LINKLAUNCHER.COM to be authorized to act on Your behalf. You shall notify LINKLAUNCHER.COM by e-mail at info@linklauncher.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by LINKLAUNCHER.COM and referral to the appropriate law enforcement agencies.

ACCEPTED USE

You represent to LINKLAUNCHER.COM that all content You provide to the Service is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As LINKLAUNCHER.COM may not review all information provided by You, You shall remain solely responsible for Your content and Web site. As an Affiliate, You may not artificially inflate traffic counts to Merchant site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. You may not click on Your own banners and/or links or submit multiple leads to Your Merchant partners.

Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to the related Merchant for that Link.

Points or reward programs for click or lead programs are NOT allowed. LINKLAUNCHER.COM RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF LINKLAUNCHER.COM. If You are terminated from the Service, LINKLAUNCHER.COM has the right to withhold money You earned within the Service or money that You owe within the Service and You will not be allowed to re-join LINKLAUNCHER.COM.

LIMITED WARRANTY

The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LINKLAUNCHER.COM DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, LINKLAUNCHER.COM SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The Merchant will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold the Merchant liable for any of the consequences of such interruptions. MERCHANT SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY WITH RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF MERCHANT HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY MERCHANT AS A DIRECT RESULT OF THIS AGREEMENT.

LIMITATION OF LIABILITY

LINKLAUNCHER.COM OR ITS SUPPLIERS OR RESELLERS OR MERCHANTS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE LINKLAUNCHER.COM SERVICE OR ANY INFORMATION PROVIDED ON THE LINKLAUNCHER.COM WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF LINKLAUNCHER.COM OR A LINKLAUNCHER.COM AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LINKLAUNCHER.COM'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY. 

You agree that LINKLAUNCHER.COM, although the provider of the Service, has no responsibility or liability as a result of Your placement of authorized Links from Your Web site, and You, and the Merchant, jointly and severally agree to indemnify, defend, and hold harmless LINKLAUNCHER.COM and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.

LINKLAUNCHER.COM agrees to indemnify, defend, and hold harmless Affiliate and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to LINKLAUNCHER.COM's negligence or willful misconduct in performance of the Services or its breach of this Agreement.

NON-DISCLOSURE

LINKLAUNCHER.COM acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your company. LINKLAUNCHER.COM agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of LINKLAUNCHER.COM, that becomes available to LINKLAUNCHER.COM from third parties without knowledge by LINKLAUNCHER.COM of any breach of fiduciary duty, or that LINKLAUNCHER.COM had in its possession prior to the date of this Agreement. LINKLAUNCHER.COM does not collect information about a Merchant’s customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. LINKLAUNCHER.COM reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis as LINKLAUNCHER.COM deems appropriate.

OWNERSHIP AND LICENSES

You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain the Merchant’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.

A Merchant may immediately terminate Your license to use the marks if the Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Merchant above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchant’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant.

REPRESENTATIONS

LINKLAUNCHER.COM makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a non-LINKLAUNCHER.COM Web site does not mean that LINKLAUNCHER.COM endorses or accepts any responsibility for the content or the use of such Web site. 

NONASSIGNABILITY

Affiliate or LINKLAUNCHER.COM may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties. 

FORCE MAJEURE 

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party. 

JURISDICTIONAL ISSUES

This Agreement shall be governed by California, USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of California, USA and You consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. 

MISCELLANEOUS

This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.