Affiliate Scheme Terms This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Wellcoolstuff.com Affiliates Scheme (the "Scheme"). As used in this Agreement. Unsuitable sites include, but are not limited to, those that: promote violence promote certain illegal activities breach intellectual property rights include "Wellcoolstuff" or variations or misspellings thereof in their domain names You should note that if your site is thereafter determined (at our sole discretion) to be unsuitable for the Scheme, we may terminate this Agreement at any time. Links on Your Site: We grant you a revocable, non-exclusive, worldwide, royalty-free licence for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to our site, to establish and maintain lists, links and search boxes as contemplated below: General Link to Wellcoolstuff.com Home Page: You may provide a general link on your site to our home page http://www.wellcoolstuff.com We will provide you with guidelines and graphical artwork to use in linking to the Wellcoolstuff.com home page. Except for the licence granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications or guidelines or graphical artwork referenced above, or with respect to the Wellcoolstuff.com domain name. Order Processing: We will process Product orders placed by customers who follow Special Links from your site to the Wellcoolstuff.com site. We reserve the right to reject orders that do not comply with any requirements that we or Wellcoolstuff.com periodically may establish. We will be responsible for all aspects of order processing and fulfilment. Among other things, we will prepare order forms; process payments, cancellations and returns; and handle customer service. We will track sales made to customers who purchase Products using Special Links from your site to our site and will send you reports summarising this sales activity. The form, content and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and our site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and our site are not properly formatted. Referral Fees For a product sale to generate a referral fee, the customer must follow a Special Link (in the format specified by us) from your site to the Wellcoolstuff.com site; purchase the Product on the Wellcoolstuff.com site using our automated ordering system; accept delivery of the Product at the delivery destination and remit full payment to Wellcoolstuff.com. We will not, however, pay referral fees on any Products that are added to a customer's Shopping Basket feature after the customer has re-entered our site (even through a special link from your site), even if the customer previously followed a link from your site to our site. Further, we will not pay referral fees on any Products purchased from any site operated by us or our affiliates other than the Wellcoolstuff.com site. The Scheme is intended for commercial use only and you may not purchase Products through the Scheme for your own use. In addition to any other rights we may have, such purchases may result (at our sole discretion) in (a) the withholding of referral fees and/or (b) the termination of this Agreement. You acknowledge that these remedies, while not exclusive, are a reasonable assessment of the damage we will suffer as a result of a breach of this clause by you. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products". In addition, you may not directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or awarding of any benefits) for using Special Links on your site to access our site (e.g., by implementing any "rewards" Scheme for persons or entities who use Special Links on your site to access our site). If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement. Referral Fees Schedule: You will earn referral fees based on Qualifying Revenues according to referral fee schedules to be established by us. "Qualifying Revenues" are revenues derived by us from our sales of Qualifying Products, excluding costs for dispatching, handling, gift-wrapping, taxes (including VAT if any), service charges, credit card processing fees, and bad debt. The current referral fee schedule is: 10% of the Qualifying Revenues generated on for sales of each Individually Linked Product that, on the date of order, is listed in the Wellcoolstuff.com catalogue and that is added to the customer's Shopping Basket directly from the page that results from following the hypertext link to the Individually Linked Product. Fee Payment: We will pay you referral fees on a request basis. less any taxes that we are required by law to withhold and shipping charges. However, if the fees payable to you for any period are less than £100, we will hold those fees until the total amount due is at least £100. If a Product that generated a referral fee is returned by the customer, Or is proved to be fraudulent, we will deduct the corresponding fee from your payment. Payment will be made in UK pounds sterling. Policies and Pricing: For the avoidance of doubt, customers who buy Products through this Scheme will be customers of Wellcoolstuff.com. Accordingly, all Wellcoolstuff.com rules, policies and operating procedures concerning customer orders, customer service and Product sales will apply to those customers. Such policies and operating procedures may be changed at any time. For example, Wellcoolstuff.com will determine the prices to be charged for Products sold under this Scheme in accordance with its own pricing policies. Product prices and availability may vary from time to time. Wellcoolstuff.com will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product. Identifying Yourself as an Affiliate: You must display this logo or the phrase "In association with Wellcoolstuff.com" or "Powered by Wellcoolstuff.com" somewhere on your site. Limited License: We grant you a nonexclusive, revocable right to use the images on this site for which we grant express permission. You may not modify the icon or any of our images in any way. We reserve all of our rights in the icon any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your licence at any time by giving you written notice. Responsibility for Your Site: You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: the technical operation of your site and all related equipment creating and posting Product descriptions on your site and linking those descriptions to the Wellcoolstuff.com catalogue using Special Links and special link formats provided by us the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials) ensuring that materials posted on your site do not breach or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights) ensuring that materials posted on your site are not defamatory or illegal We and our affiliates disclaim all liability for these matters. Further, you will indemnify and hold us and our affiliates harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of your site. Term of the Agreement: The term of this Agreement will begin upon your completion or the application for the Scheme and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term and fees earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, you must promptly return to us, or at our request destroy, any and all of our intellectual or proprietary property, information and/or materials in your possession and, subject to receiving written consent to the contrary from us, remove all hypertext links to our site from your site. Modification: We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Scheme rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE SCHEME FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. Relationship of Parties: You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or our respective affiliates. You will have no authority to make or accept any offers or representations, guarantees or warranties on our or our affiliates' behalf, including with respect to our or our affiliates Products or services.  Limitation of Liability: Neither we nor any of our affiliates will be liable for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the Scheme, even if we or any of our affiliates have been advised of the possibility of such damages. Further, to the fullest extent permitted by law, our and our affiliates' collective aggregate liability arising with respect to this Agreement and the Scheme will not exceed the total referral fees paid or payable to you under this Agreement at the time the act or omission giving rise to the liability occurred. Disclaimers: To the fullest extent permitted by law, neither we nor any of our affiliates makes any express or implied warranties or representations with respect to the Scheme or any Products sold through the Scheme (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. In addition, neither we nor any of our affiliates makes any representation that the operation of our site will be uninterrupted or error-free and none of us will be liable for the consequences of any interruptions or errors. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE OR ANY OF OUR AFFILIATES MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE SCHEME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. Miscellaneous: This Agreement will be governed by the laws of England, without reference to rules governing choice of laws. 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, inure to the benefit of and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.