This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Blue Squirrel Affiliate Program (the "Program"). As used in this Agreement "we" means Blue Squirrel, and you means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Blue Squirrel's site or to the site that you will link to our site.

1. Enrollment in the Program
   To start the enrollment process, you need to submit a complete online Application Form via our Blue Squirrel site or contact a Blue Squirrel representative. Once your application is received, we will evaluate your application and notify you of your acceptance or rejection. We may reject your application if we determine that your site is unsuitable for the Program or for any other reason in our sole discretion. We deem any site unsuitable if it includes material that:
   
   
   1. promotes sexually explicit materials.
      
   2. promotes violence or illegal activities.
      
   3. violates intellectual property rights.
      
   4. promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

   Upon notification of acceptance of your application by Blue Squirrel your site shall be considered (an "Approved" site) for participation in the Program.

2. Links on your site
   

   1. Page and Product Listing:You may select and copy one or more Blue Squirrel web pages, product pages or banners to list on your site. For each selected web page or product page, we require that you display on your site a short description, review or other reference. You will be responsible for the content, style, and placement of these references. You agree to provide a special link from each banner, web page or product reference on your site to a specific page on bluesquirrel.com using a specific link format that we will provide you with. You may add or delete banners, web pages, or product pages (and related links) from your site at any time without our approval. We require that you notify us when you have listed or changed any Blue Squirrel banners, web pages, or product pages on your site.

      
      

   2. Blue Squirrel Home page link: You are welcome to display a link on your site to our home page in a format that has been approved by Blue Squirrel. We will supply you with guidelines and graphical artwork to use for creating the link. At any point during the term of the Agreement Blue Squirrel may visit your site and provide you with feedback or suggestions on the appearance of the Approved site.

3. Order Processing
   We will process orders placed by customers who follow special links from the Approved Site to the Blue Squirrel order page. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish in our discretion. We will be responsible for all aspects of order processing and fulfillment, including all customer service requests generated at the Blue Squirrel Site, order forms, payments, cancellations, and returns. We will track sales made to customers who purchase Blue Squirrel's software using special links from the Approved Site to our site order page, and we will provide you with periodic reports of the sales. The frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the special links between the Approved Site and the Blue Squirrel site are properly formatted.

4. Referral Fees
   We will pay you referral fees on product sales to third parties. For a purchase to generate a referral fee, the customer must follow a special link (in the format specified by Blue Squirrel) from your site to the Blue Squirrel site; purchase the product using our electronic ordering system; accept delivery of the product at the shipping destination; and remit full payment to us. We will track customers that have followed a link from your site to ours with cookies. If a customer revisits our site within 20 days of the first visit you will receive referral fees for all purchases made unless they go through another Affiliate's site. If a customer clicks on one of your links after the time has expired or during the 20 day period, the time is reset to 20 days. We only guarantee referral fees during the 20 day grace period if your customers linking onto our site accept cookies.

5. Fee Payment
   Approximately sixty days after the end of each calendar quarter, we will send you a check for the referral fees earned on Blue Squirrel's products sold during that quarter, less any Shipping and Handling fees and taxes that we are required by law to withhold. However, if the fees payable to you for any calendar quarter are less than $50.00, we will hold those fees until the total amount due is at least $50.00, (without accrual of interest) or (if earlier) until this Agreement is terminated. If an order that generated a referral fee is canceled by the customer, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the fee and you agree to promptly reimburse us in full for the overpaid amount.

6. Policies and Pricing
   Customers who purchase products through this program will be deemed to be customers of Blue Squirrel. Accordingly, all Blue Squirrel rules, policies and operating procedures concerning customer orders, customer service and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this program in accordance with our own pricing policies which may periodically vary.

7. Identifying yourself as an Affiliate
   We will supply you with a graphic image(s) or a phrase(s) that identifies the Approved Site as a Program participant. You agree to prominently display this logo or the phrase "In association with Blue Squirrel" on the Approved Site, or such other logo or phrase of which we may provide you notice of periodically. In addition, we encourage (but do not require) you to include a link to the Blue Squirrel home page at http://www.bluesquirrel.com.

8. Limited License
   We grant you a non-exclusive, revocable right to use the logo and message described in Section 7, solely for the purpose of identifying your site as a Program participant and to promote product sales. You may not modify the logo, the message or any of our images in any way. We reserve all of our rights in the logo, the message, any other images, our trade names and trademarks and all other intellectual property rights. We may revoke your license at any time, by giving you written notice.

9. Accountability for your site
   You will solely be held accountable for the development, operation and maintenance of your site and for all materials that appear on your site. You will solely be held accountable for various items, some of which include but are not limited to the following:

   
   

   1. The technical operation and all related equipment.
      
   2. All Blue Squirrel product description links posted on your site must correspond with the correct order page on the Blue Squirrel site.
      
   3. Ensuring that posted materials do not violate or infringe copyright, trademark, privacy or other personal or proprietary rights of any third party; and are not libelous or otherwise illegal.
      
   4. Ensuring that posted materials on your site are accurate and appropriate, and that your site is not sexually explicit or offensive to the average person.

   We disclaim all liability for these matters. 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.

   During the term of this Agreement, you will continue to offer at least the same level of quality on your site as it currently has, and you will not do anything to disparage or damage the reputation of Blue Squirrel, or its products or services.

10. Terms of the Agreement
    The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related subscriptions are not canceled or returned. We may withhold your final payment for a reasonable time determined in our discretion to ensure that the correct amount is paid. On termination of this Agreement for any reason, you must immediately remove all Blue Squirrel logos and other materials from your site and you must remove any references to any association with Blue Squirrel.

11. Modification
    We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. We will notify you of any changes made to the Agreement. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING AND NOTIFICATION TO YOU OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

12. Relationship of Parties
    You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will not have, and will not represent that you have, any authority to make or accept any offers or representations or otherwise act on our behalf.

13. Limitation of Liability
    We will not be liable for indirect, special or consequential damages, (including any loss of revenue, profits or data), arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under to this Agreement.

14. Disclaimers
    We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

15. Independent Investigation
    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY):

    
    

    1. SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT.
       
    2. CHANGE THE TERMS OF THIS AGREEMENT ON A GOING FORWARD BASIS.
       
    3. OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE.

    YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

16. Miscellaneous
    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 Salt Lake County, Utah 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, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.