Affiliate Network Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the InkPenny.com (the "Company") Affiliate Program (the "Program"). As used in this Agreement, "we" means InkPenny.com, "you" means the applicant, and "product" means any item offered for sale on the Company's Web site. "Site" means a World Wide Web site and, depending on the context, refers either to Company's site (inclusive of our affiliate reporting site) or to the site that you will link to our site.

1. Enrollment in the Affiliate Program

To begin the enrollment process and become an Affiliate Member, you will submit a complete Program application via the Company's site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program.

Unsuitable sites include, but are not limited to, sites that:

• promote or contain or link to sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• violate intellectual property rights or violate any local, state, federal or other law or regulation
• contain little or no original content
• engage in spamming, indiscriminate advertising or unsolicited commercial email
• engage in cybersquatting or typosquatting
• promote or utilize a Web site or email link to Web sites that contain or promote any of these types of content: libelous, defamatory, disparaging materials, obscene, pornographic, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or that offer any illegal good or service, or link to a Web site(s) that do so and/or
• mislead others in advertising

If we reject your application, you are welcome to reapply to the Program at any time.

2. Promotion of our Affiliate Relationship

As an affiliate site, we will make available to you a variety of graphic and textual links (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 the Affiliate Program and will establish a link from your site to the Company's. The Links may connect to any areas of the Company's site, including the Company's home page. We provide HTML generated code to create your text and banner links in order to meet the criteria in the operating agreement.

You may not alter banners, logos, or other content available through the graphics links without prior written permission from us.

Additional brands and pricing issues may be added from time to time. Additionally, new standards will be on the Company's web site from time to time. You agree to ensure that all such changes are appropriately adhered to.

3. Order Processing

We will process product orders placed by customers who follow Links from your site to the Company's product pages. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing.

We will track sales made to customers who purchase products using authorized Links from your site to the Company's site and will provide you reports summarizing this sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and the Company's site are created with the HTML code that we have provided.

4. Referral Commissions

Affiliate Member shall receive compensation as follows:

1. If a customer (1) initially enters Affiliate’s web site, (2) then continues on by entering the Company's Web site through a link from the Affiliate’s web site, and (3) concurrently purchases a product from the Company's Web site, then we shall pay to Affiliate Member a "Referral Commission". The Referral Commission shall be an amount agreed according to the Program chosen that we receive from such customer’s purchase of a product from the Company's Web site
2. If a customer (1) initially receives an email or newsletter and clicks on a banner or text link (2) then continues on by entering the Company's Web site through said link, and (3) concurrently purchases a product from the Company's Web site, then we shall pay to Affiliate Member a "Referral Commission". The Referral Commission shall be an amount agreed according to the Program chosen that we receive from such customer’s purchase of a product from the Company's Web site
3. In the event of a fraud order, the amount paid as a Referral Commission at purchase shall be subtracted from the balance of the Affiliate Member.

2 Programs To Choose From:

Program One: One Level of Commission

You Have No Affiliates
One Level - Simply 25% of any cartridge $10.00 or less and 10% of any cartridge $10.01 or more

Program Two: Two Level of Commissions

You Have Affiliates

Level One - Simply 20% of any cartridge $10.00 or less and 7% of any cartridge $10.01 or more

Level Two - Simply 5% of any cartridge sold by your affiliatee

Note: The commission rate is subject to change at any time or from time to time, in our sole and absolute discretion. We will pay commissions on a monthly basis. Within 7 to 10 days after the end of each calendar month, we will send you a Money Order or Paypal for any commissions due on amounts received by us, provided that they equal to or are greater than $50.00 owed.

If the $50.00 minimum requirement is not met, your balance will carry over in successive months until the $50.00 amount is reached.

5. Policies and Pricing

Customers who buy products through this Program will be deemed to be the Company's customers. Accordingly, all rules, policies, and operating procedures concerning customer orders, customer service, marketing, promotions, 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 the Company's 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 may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

For additional information on the Company's policies and pricing, please see the FAQ's pages located on this Web site

6. Identifying Yourself as an Affiliate Member

We will make available to you a graphic image that identifies your site as a Program participant. You may prominently display this logo on your site. We may modify the text or graphical image of this notice from time to time.

7. Limited Privileges

We grant you a non-exclusive, non-transferable, non-sub licensable, revocable right to use the icon and message described in this agreement and such other images for which we grant express permission (collectively "Marks"), solely for the purpose of identifying your site as a Program participant. You may not modify the Marks, the message, or any of the Company's proprietary identifying logos or images in any way. We reserve all of our rights in the Marks and the message including all trade names, trademarks, and all other related intellectual property rights. We may revoke your privileges at any time by giving you written notice.

8. Responsibility for Your Site

Subject to our right of approval relating to your exercise of the privileges granted herein, 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 our site

• 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 violate 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 libelous or otherwise illegal.

We disclaim all liability for these matters. Further, you will indemnify and hold our company, it’s successors, members and assigns harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

Except as provided here you agree that you have no right, title or interest in or to the Marks, the message or any of our proprietary materials. You agree not to apply for registration of any of the Marks (or any mark similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of our company or any of its Marks.

You acknowledge and agree that your web site information (name, URL, traffic counts, etc.) may be utilized by the Company. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. You agree to allow the Company to use screen shots of any web page that contains the Company's HTML code in our company promotional materials.

The information provided by the Company to you may be proprietary in nature. You represent and warrant to us that you are not and shall not be a competitor of the Company and agree not to share our confidential information with any competitors.

9. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related product orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT; OTHERWISE, YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

11. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, fiduciary, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

12. Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages.

Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under to this Agreement.

13. Disclaimers

14. Indemnification

You hereby agree to indemnify, defend and hold harmless the Company, its members, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys’ fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "losses"), in so far as such losses (or actions in respect thereof) arise out of, are related to, or are based on (i) the breach of any representation, warranty, agreement or covenant made by you herein; or (ii) or any claim related to your site.

15. 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 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 necessary to exercise rights and perform obligations under this Agreement. The foregoing restrictions will not apply to information to the extent (i) was known to the receiving party at the time of disclosure; (ii) has become publicly known through no wrongful act of the receiving party; (iii) has been rightfully received from a third party under no obligation to the disclosing party; (iv) has been disclosed by court order or as otherwise required by law if the receiving party has given the disclosing party a reasonable opportunity to contest or limit the scope of such required disclosure.

16. 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) 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 PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

17. Rendering Use

As long as the affiliate member does not change the image in any way and makes sure the following always appears with the artwork.

• the copyright symbol
• the plan's copyright year, and
  
• the Company's name

18. Miscellaneous

This Agreement will be governed by the laws of the United States and the State of South Carolina, 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 Dorchester County, South Carolina, 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 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.

Copyright © 1999-2006Lukol & Top Greetings
Ink Penny Is A Division Of Lukol & Top Greetings. All rights reserved.

Trademark and Brand Names Used In This Web Site Are For Identification and Descriptive Purposes Only. Apple, Brother, Canon, Epson, Hewlett-Packard, IBM, Lexmark and Xerox logos are service marks or registered service marks of their respective companies and are only used to make reference to a particular type of printer cartridge. Their Use At This Web Site Does Not Imply Endorsement By Or Association With The Owner Companies. Trademarks and Brand Names Are The Rightful Property Of Their Owners. We Guarantee That Lukol & Top Greetings Is Not Affiliated With Any OEM Manufacturer.

Last Update October 2008