This Affiliate Agreement ("Agreement") contains the complete terms and conditions that apply to your participation as an affiliate ("Affiliate" or "you") in the Celebrate Online Affiliate Program, and Retail Online Affiliate Program (hereafter, collectively, the "Affiliate Program") of Celebrate Nutrition (the "Company", "Celebrate", "us", or "we"), and the establishment of links from your Affiliate website to our website: www.celebratelifenutrition.com (the "Site" or "Sites").

You must agree to abide by the terms and conditions contained in this Celebrate Affiliate Agreement in order to participate. Please read this Agreement carefully before applying, signing-up or registering, or using the Celebrate Affiliate Program. By signing up as a Celebrate Affiliate, you indicate your acceptance of this Agreement and its terms and conditions, and your acceptance of the Privacy Policy of Celebrate. If you do not accept this Agreement, do not use the Celebrate Affiliate Program.

Summary of Agreement

• You place Celebrate's banner ads 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 Affiliate Program from time to time
• 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 Celebrate, and will be the only valid stats used for determining commissions.
• Any page that contains Celebrate links, banners, or code must be written in English.
• As an affiliate, you can only have one (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 are not allowed at this time.
• 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.
• You won't hold us liable for anything.
• 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 for six (6) months or longer will be considered and treated as abandoned and 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 Celebrate based on these 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 will mean termination from Celebrate's Affiliate Program, and will result in 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, or other methods for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN MEMBERSHIP TERMINATION AND VOIDED COMMISSIONS.
• You cannot directly nor indirectly refer yourself, or alter egos of yourself, as a Celebrate Affiliate and receive commissions.

Definitions

"Performance Marketing" or "Pay Per Action Marketing" occurs when individual web sites that generate their own traffic ("Affiliates") partner with online Merchants ("Merchant") like Celebrate, and the Merchant pays a commission for those Visitors that result in a valid sale.

"Affiliate" means an individual or business generating their own website traffic and thus rewarded for legitimate sales on another website.

"Merchant" means an e-commerce entity like Celebrate paying a commission for legitimate sales, by a Visitor.

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

"Sale commission" means the Payout Celebrate sets and agrees to pay for Visitors referred to Celebrate's website 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 365 days. If a sale occurs after 365 days and the Visitor has not returned through an authorized Affiliate's site, then no Payout shall occur.

"Payout" means the amount of sale commission Celebrate agrees to pay for an individual sale. The Payout is defined as a percentage of a total sale amount.

"Link" means a hyperlink placed on an Affiliate's site that, when clicked on, sends a Visitor through to Celebrate's website. Links take many forms including text, a product image, buttons, banners, videos or any other format acceptable to Celebrate, in its sole discretion.

A "Corporate Affiliate" of a person is any other person that, directly or indirectly, controls such person, is controlled by such person, or is under common control with such person, with "control" meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person.

"Intellectual Property Rights" means technology, templates, designs, websites, methodologies, processes, names, strategies, marks, logos, content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright and other intellectual property and proprietary rights therein and thereto.

"Qualifying link" means any type or format of link that is provided or authorized by Celebrate to be displayed, distributed or placed on or by an Affiliate site pursuant to use of any technology and/or methodology that can be tracked so that Celebrate can monitor the impressions, click-throughs and/or other tracked activities achieved by the display, distribution and/or placement of such link. The term "qualifying link" shall also refer to any equivalent link, mechanism or technology that, upon being activated, causes the same result as clicking on a qualifying link.

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

"Your Account" means a specific account within the Celebrate Affiliate Program, where Commissions are credited.

1. Enrollment in the Celebrate Affiliate Program

   
   First, you need to submit a complete affiliate application. We will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Celebrate Affiliate Program for any reason. If we reject your application, you are welcome to reapply to the Affiliate Program at any time.
1. To use (or continue to use) Celebrate's Affiliate Program, you must provide Celebrate with truthful, accurate and complete registration information. If any such information changes, you must immediately update Your registration information.
2. b. Celebrate has the right to confirm or otherwise verify or check, in its sole determination, the truth and accuracy of any registration information you provide at any time.
3. Please note that the verification of your registration information, specifically, your name, address and Tax Identification number, against a third party database may be considered under certain laws to constitute a "credit check." Notwithstanding that, your participation in the Celebrate Affiliate Program does not depend on your credit worthiness or financial stability. Celebrate is not making as part of the registration process, and will not otherwise make, any type of inquiry to any third party regarding any individual's credit history and personal financial information without first obtaining such individual's express prior authorization to do so.
4. Please be advised that if any information is determined in good faith by Celebrate to be misleading, inaccurate or untruthful, Celebrate may restrict, deny or terminate your account, your access and use of, and/or any benefits derived from your participation in Celebrate; Celebrate may also withhold payment of any commissions and/or other fees that may be or become due or payable to you, and may assess charges against such amounts for Celebrate's activities in connection with the investigation and/or verification of such information and/or otherwise in accordance with this Agreement.
5. To join any Celebrate, you must be an individual who is at least 18 years old or a legal entity, and must provide at your expense your own computer equipment and Internet access.
6. f. You may use the Celebrate Affiliate Program only for business purposes and not for personal, household or family purposes.

2. Prohibited Sites

   
   Prohibited Sites for advertising Company products or services:
• Sites that promote sexually explicit material or violence.
• Sites that promote discrimination based on race, sex, religion, national origin, or physical disability.
• Sites that promote illegal activities.

3. Spam

   
   Affiliate agrees to not utilize unsolicited communications, or "spam" (defined below), in promoting the Company or its Sites. This action may result in the immediate suspension or termination of your Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of this Agreement and subject to legal action and be held liable for any financial loss incurred by the Company. Any service interruptions to us as a result of Affiliates spamming will be billed to Affiliate at US$250 per hour until service is restored. For the purpose of this Agreement, "spam" is defined as emailing, in bulk or by single mailing, to anyone who has not specifically requested such information directly from Affiliate regarding the Company, its Sites or products. The ONLY exceptions to this definition are:
1. Mailing to APPROPRIATE OPT-IN mailing lists where the source does the mailing on Affiliate's behalf. However, use extreme caution when choosing an opt-in mailing list company! Using anything but the most reputablesources could generate spam complaints against Affiliate resulting in suspension or termination.
2. You may include information on the Company or the Sites in email acknowledgement messages for orders and inquiries that you receive so long as it is stated upfront that you will be sending them an acknowledgement.

4. Newsgroup and Chat Room Posting Considered Spam

   
   The Company also considers ANY type of advertisement about the Company or the Site posted to a newsgroup or chat room to be spam. Violators will be fined at US$50 per incident.

5. Promotion of Our Affiliate Relationship

   
   As an Affiliate Site, we will make available to you banner and text links to our Sites via our website (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Program and will establish a link from your site to our site.

1. Banner and Text Links:

   
   Subject to the terms of clause b. below, we will provide you Links which will consist of a graphic image provided by us (and subject to change from time to time in our sole discretion) containing the Company's logos and certain promotional text and images. This Link will connect your site directly to our product sales transaction area. By utilizing this Link, users of your site will be able to order, directly from us, any products that were described or referenced on our Site.

2. Agreements Regarding Links:

   
   In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. You also agree that you will display in your site only those graphic images (indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. All Affiliate sites shall display such graphic images prominently in relevant sections of its site. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of your site to the pertinent area of our Site will in no way alter the look, feel or functionality of our site.

3. Link Placement:

   
   As an Affiliate, you may place and remove Celebrate Links on Your site and in acceptable locations.
1. You place Celebrate ads and banners anywhere on your site as you see fit, or within non-spam emails.
2. Adult, Hate, or other related sites are not allowed
3. Any page that contains Celebrate links, banners, or code must be written in English.
4. 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.
5. 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.
6. 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.
7. NOT ALLOWED: Any display of Celebrate's window that isn't the result of a direct click by the end-user.
8. No Poaching. You may not use Celebrate in connection with aggregating, soliciting or recruiting Network Advertisers, Network Publishers, other Sites or other persons to form or join affiliate marketing, advertising or similar network.
9. No Sublicense, etc. You may not sublicense, rent, lease, sell, resell, outsource or service bureau any Celebrate Affiliate Program offerings, and any attempt to do so shall be null and void.
10. No Reverse Engineering. You will not make unauthorized modifications, reverse engineer, disassemble, decompile or attempt to derive source code of Celebrate.
11. No Hacking, etc. You agree not to hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code, or use or cause to be used in extraordinary and unreasonable or inappropriate ways or amounts, any Celebrate activities, including any servers, bandwidth supply, equipment, software and other technological resources provided by Celebrate.
12. No Interference. You may not, through downloadable or other technology, replace, intercept, redirect, block, alter or otherwise interfere with the full functioning and intended actions of any qualifying link that has been placed or distributed Celebrate including any action that would in any way prevent the behavior or result that would occur or would have occurred had an end user activated such qualifying link without your interference.

6. Our Responsibilities

   
   We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our Sites. We will be solely responsible for processing every order placed by a customer following a special Link from your site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate sites regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.

7. Other Responsibilities and Opportunities of Affiliate Sites

1. Display of Links:

   If you qualify and agree to participate as an Affiliate, you shall display Links prominently throughout your site as you see fit and with our consent.

2. Contests and Promotions:

1. As an Affiliate, you will be entitled to participate and promote on your site sweepstakes, contests, and special promotions we may offer. In addition, you will be entitled to earn commissions as set forth in sections 7 and 8 below.
2. Only offers and promotional tools provided explicitly by the Company for use on an affiliate site are valid.
3. The unauthorized use of promotional offers taken from another website is strictly forbidden and may result in the termination of this Agreement.

3. Compliance with the Agreement:

   We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

4. Company search advertising policy:

1. Affiliates may not use any of the Company's or the Sites' visible URLs - you must not represent yourself as the Company or its site by using deceptively similar names or URL's, for example, the Celebration Site, the Celebrate Life site, nor the Celebrate Life's Nutrition site (eg., for example, Affiliates can't use www.celebrateslifenutrition.com, but they can use www.affiliatesamplesite.com).
2. Affiliates, otherwise than as noted below, may not use any of the Company's trademarks, service marks, or copyrighted materials without separately written prior permission.
3. Affiliates may not outbid the Company, or bid above 14 cents, within any online or automated search mechanisms with regard to any branded terms of the Company or of any of the Sites. Our branded terms are: Celebrate Chocolate, Celebrate Life Nutrition, Celebrate Chocolate Truffles, Celebrate Chocolate Cocoa Covered Almonds, Celebrate Energy, Celebrate Energy Gems, plus those that the Company adopts, uses, or adds, from time to time, which shall amend this agreement and this subparagraph upon such use, addition, or adoption.
4. Violation of the above terms will result in your termination from the Affiliate Program immediately.

5. Qualifying Links:

1. Use of Qualifying Links. Each qualifying link used by you in relation to a Celebrate Affiliate ad must include, in unaltered form, the special "tagged" link codes and/or other transaction tracking codes in the manner and format made available or otherwise dictated by Celebrate that, among other things, associate such qualifying link with your Affiliate Account.
2. Valid Referrals Only. You will place or use qualified links only with the intention of delivering valid sales. You may not, nor knowingly permit any person to, activate a qualifying link or inflate the amount of any soughtafter or resulting tracked activities through any method or technology that does not actually deliver an end user to Celebrate's site.
3. Celebrate's Determination Final and Binding. All determinations of qualifying links and the compensation due to you made by Celebrate shall be final and binding on you. Celebrate is under no obligation to investigate or resolve any claim or dispute involving you and any other third party person. If Celebrate, in its sole discretion, elects to investigate or otherwise become involved in any such claim or dispute, it shall not thereby undertake, assume or have any duty, obligation or liability to you or any other party to the claim or dispute.
4. No Modification. etc. of Qualifying Links. You will not modify, circumvent, impair, disable or otherwise interfere with any tracking codes and/or other technology and/or methodology required or made available by Celebrate to be used in connection with such qualifying link so that it may be properly tracked by Celebrate.
5. Termination of Qualifying Links. Celebrate may terminate any qualifying links associated with you. You must remove any qualifying links after any termination of the Celebrate Affiliate Agreement, including due to termination or expiration. If qualifying links are not so removed, Celebrate may redirect such links as it determines in its sole discretion, with or without compensation to you.
6. No Modification of Content. You may not modify, resize, reformat, edit or otherwise alter any content or ads provided by Celebrate, unless specifically permitted to do in advance, in writing.
7. Discontinuing Use of Qualifying Links. You may at any time discontinue use of qualifying links by removing such qualifying links from your site, with or without notice to Celebrate.

8. Commission Determination

   
   The purchase price of Site products will count toward the total sales during the calendar month in which such Site's products are sold. Only products that are sold by us (to users of your site linked to our Site), shipped to a customer, and for which we have received full payment will qualify for a commission. Commission rates will vary based upon the volume of sales made on your site.

9. Commission Rates

   
   These rates will be as published elsewhere on this site, as updated from time to time, but initially will begin at no less than ten percent (10%) and could reach as high as twenty percent (20%) of Net Sales (defined below) depending on the amount of sales generated by Affiliate. Commissions are up to the sole discretion of the Company and are eligible for change at any time with 14 calendar days advance notice. For purposes of this Agreement, "Net Sales" shall mean amounts collected by us from customers purchasing products directly through your Affiliate Links, excluding all sales taxes, duties, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, orders placed for same day delivery, third party hosted products (e.g. from co-marketed, partner, or joint promotion sites or parties), gift cards or certificates, international delivery or similar services, order replacements and credits for returned goods ("Net Sales").

10. Commission Payment

    
    Your commission shall be based on Net Sales received by us in connection with sales of qualified products purchased by your users through a Link to our Site, Celebrate will send a commission fee check for the applicable commission fee (less any taxes required to be withheld under applicable law) to you to the address you specified in your registration, or via PayPal, as mutually agreed upon.

11. Abandoned Affiliate Accounts

    
    Affiliate accounts that are left inactive will be removed from our system if their balance is equal to or less than $25.
1. Affiliate accounts that are left inactive for six (6) months or longer will be considered and treated as abandoned and 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 Celebrate based on these fees - the account will simply be closed.
2. 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.

12. Reports of Sales

    
    You will be given a password and have the ability to enter a password-protected site to receive your sales statistics on a daily basis.

13. Your Responsibilities

    
    You are solely responsible for ensuring that reviews, descriptions, and articles on your site comply with applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We are not responsible for violations.

14. E-Mail Contact

    
    You agree to allow Celebrate to email you for the purposes of informing you of applicable changes or additions to: the Celebrate Affiliate Program; its products and services; changes in prices, terms of the Program, and commission amounts or conditions.

15. Policies and Pricing

    
    Customers who buy products through the Affiliate Program will be deemed to be customers exclusively of the Company. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and 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 the Affiliate Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you should not include price information in your product descriptions.

16. Publicity

    
    You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our advance written consent.

17. Licenses and Use of Company Logos and Trademarks

    
    
    1. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS AND UNDER THE CONDITIONS PROVIDED FOR HEREIN, TO USE OUR LOGOS, TRADE NAMES, TRADEMARKS, AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF SELLING OUR PRODUCTS ON YOUR SITE FOR THE COMPANY. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT WRITTEN PERMISSION. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE CELEBRATE AFFILIATE PROGRAM.
    2. You shall not make any specific use of any Licensed Materials for purposes other than selling our products on your site for the Company, without first submitting a sample of such to us and obtaining the prior written consent of the Company. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice, with or without cause.
    3. You grant to us a non-exclusive license to utilize your names, titles, and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

18. Obligations Regarding Your Site

1. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting products, descriptions, and references on your site and linking those descriptions to our site; the accuracy and propriety of materials posted on your site (including, but not limited to, all product-related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not otherwise illegal.
2. We disclaim all liability for all such matters pertaining to your site. Further, 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.
3. THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN Celebrate's Affiliate Program: 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.
4. 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 Celebrate 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 Celebrate, other Affilaites, or Customers or other users as to your true identity.
5. You agree that Celebrate may rely on any data, notice, instruction or request furnished to Celebrate by You which is reasonably believed by Celebrate to be genuine and to have been sent or presented by a person reasonably believed by Celebrate to be authorized to act on your behalf.
6. You shall notify Celebrate by e-mail at support@celebratelifenutrition.com of any known or suspected unauthorized uses of your Affiliate 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 Celebrate Affiliate Account, including use of the account by a third party authorized by you to use your Account.
7. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by Celebrate and referral to the appropriate law enforcement agencies.
8. You represent to Celebrate that all content you provide on your site 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 - objectionable as shall be judged in Celebrate's sole opinion. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate any content, or website that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As Celebrate may not review all information provided by you, you shall remain solely responsible for your content and website. As an Affiliate, you may not artificially inflate traffic counts to Celebrate's 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 Celebrate.
9. 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 Celebrate for that Link.
10. Points or reward programs for click or lead programs are NOT allowed. Celebrate RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF Celebrate's Affiliate Program. If you are terminated from the Program, Celebrate has the right to withhold money you earned within as an Affiliate or money that you owe within the Program and you will not be allowed to re-join Celebrate.

19. Term of this Agreement

    
    The term of this Agreement will begin upon our acceptance of your Celebrate Affiliate Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commission fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related product orders are not cancelled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. This withholding period may include the time for cancellations or chargebacks employed by credit card companies for any orders from your site.

20. Modification

    
    We may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our Sites will constitute binding acceptance of the change.

21. Relationship of Parties

    
    You and the Company 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.

22. Disclaimers

    
    We make no express or implied warranties or representations with respect to the Affiliate Program or any products sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, or any implied warranties arising out of 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.

23. Representations and Warranties

    
    You hereby represent and warrant to us as follows:
1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable in accordance with its terms.
2. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions discussed herein will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon you or your assets.
3. You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
4. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action discussed herein.
5. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
6. Celebrate may immediately terminate your license to use its marks and intellectual property if the Celebrate reasonably believes that such use dilutes, tarnishes or blurs the value of its 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 Celebrate 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 Celebrate'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 Celebrate.

24. Celebrate Representations and Limited Warranty

    
    Celebrate hereby represents and warrant as follows:
1. The Celebrate website and Celebrate Affiliate Program, 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, CELEBRATE 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 WEBSITE AND PROGRAM, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, CELEBRATE 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 LAWIN SOME STATES MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
2. Celebrate 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 Celebrate liable for any of the consequences of such interruptions. CELEBRATE 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. CELEBRATE SHALL HAVE NO LIABILITY WITH RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF CELEBRATE HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF CELEBRATE HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY MERCHANT AS A DIRECT RESULT OF THIS AGREEMENT.

25. Confidentiality

    
    Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.

26. Limitation of Liability

    
    WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION FEES PAID OR PAYABLE TO YOU FOR THE PREVIOUS THREE MONTHS UNDER THIS AGREEMENT. You agree that Celebrate, although the provider of the Affiliate Program, has no responsibility or liability as a result of your placement of authorized Links from your website, and you agree to indemnify, defend, and hold harmless Celebrate 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.

27. Indemnification

    
    You hereby agree to indemnify and hold harmless the Company, and its parents, subsidiaries and affiliates, and their directors, officers, employees, agents, stockholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us. 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.

28. Independent Investigation

    
    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

29. Governing Law

    
    This Agreement will be governed by the laws of the United States and the State of Utah, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in the County of Salt Lake, and you irrevocably consent to the jurisdiction of such courts. 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 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 a provision or any other provision of this Agreement.

30. Acceptance of Purchase Order

    
    THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU OR FROM ANY VISITOR FROM YOUR SITE 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.