Affiliate - Sign Up

Become a part of the Fanatics affiliate program. Join our growing number of successful partners and begin selling officially licensed NCAA, NFL, NBA, MLB, NASCAR, and MMA merchandise. With more than 180,000 items available, we pride ourselves on being the leader in our industry.
Our affiliate program gives you instant access to our entire product inventory, offering top name brands as Nike, Reebok, Adidas and more ... all under the Fanatics brand name. We make it easy for you by providing top notch customer service, low prices, huge selections, secure shopping and quick delivery times.
We also provide great support with an experienced affiliate manager dedicated to helping you become successful. It's easy to get started today, just complete the application below to get started. We'll review your application and get back to you within 24 hours to help you get started.
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Agreement
AFFILIATE PARTICIPATION AGREEMENT

This Affiliate Participation Agreement contains the terms and 
conditions that apply to your participation as a member of the 
affiliate program (the "Affiliate Program") for 
www.fanatics.com (the "Merchant Website"), which is a 
website owned by Fanatics LLC ("we" "us" or "Merchant"). 
This Affiliate Program is administered through the Fanatics 
Affiliate Manager Tool. ("Affiliate Manager".)  In this 
Agreement you are sometimes referred to as "you", "your" or 
"Affiliate".
THIS IS A LEGALLY BINDING AGREEMENT.  BY JOINING THIS 
AFFILIATE PROGRAM AND RECEIVING AND USING LINKS TO THE 
MERCHANT WEBSITE, YOU ARE CONFIRMING THAT YOU HAVE 
READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY 
THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.  IF 
YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS SET 
FORTH HEREIN, DO NOT JOIN THIS AFFILIATE PROGRAM.
1.  Enrollment; Eligibility.  In order to participate in this 
Affiliate Program you must complete a participant application 
that is accessible through this Merchant Website or through the 
Affiliate Manager. You will be notified if your application has 
been accepted or rejected.  We reserve the right to reject any 
application in our sole discretion.  If we reject your application, 
you may reapply at anytime.  You must be at least 18 years of 
age to join this Affiliate Program.  By submitting an application 
to participate in this Affiliate Program, you represent, warrant, 
covenant and agree that (i) all information that you provide to us 
or Affiliate Manager in connection with your participant 
application and/or in connection with your participation in this 
Affiliate Program is true, complete and accurate, (ii) you have 
all necessary rights and authority to enter into this Agreement 
and perform your obligations hereunder, (iii) this Agreement 
will constitute a legal, binding and enforceable agreement 
against you in accordance with the terms and conditions herein, 
and (iv) your execution and performance hereunder will not 
conflict with or result in a breach or violation of any other 
agreement, arrangement or understanding to which you are 
bound. 
2.  Suitability of Affiliate Websites.  (a)  Your websites are not 
suitable and you may not participate in the Affiliate Program if 
the websites operated by you violate any of the following 
website suitability restrictions.  Further, you represent, warrant, 
covenant and agree that none of your participating websites or 
any content or technology contained thereon will, at anytime 
during the period that you are an affiliate in this Affiliate 
Program, violate any of the following website suitability 
restrictions.  In the event that we believe that you have violated 
any of the following website suitability restrictions we may, in 
addition to all other rights and remedies that we may have, 
terminate this Agreement and your participation in this Affiliate 
Program without notice.  Your participating websites may not:
(i) infringe on our or any other person's or entity's intellectual 
property, trademarks, publicity, privacy or other rights, 
(ii) fail to state a clear online privacy policy to your visitors,
(iii) violate any law, rule or regulation, 
(iv) contain any content that is threatening, harassing, 
defamatory, obscene, harmful to minors, or contains nudity, 
pornography or sexually explicit materials, 
(v) contain any viruses, Trojan horses, worms, time bombs, 
cancelbots, or other computer programming routines that are 
intended to damage, detrimentally interfere with, surreptitiously 
intercept, or expropriate any system, data, or personal 
information, or could otherwise be considered malware or 
spyware,
(vi) contain material that is materially false, inaccurate, 
fraudulent or misleading or that promotes pyramid or similar 
schemes, 
(vii) promote violence or any illegal or immoral activity, 
(viii) promote discrimination based upon gender, race, religion, 
nationality, disability, sexual orientation or age, 
(ix) use or promote the use of bulk email or spam, 
(x) contain software or use technology that attempts to intercept, 
divert or redirect Internet traffic to or from any other website, or 
that potentially enables the diversion of affiliate commissions 
from another website,
(xi) use any software that gathers information through the 
customer's Internet connection without his or her knowledge,
(xii) install spyware on another person's computer, or cause 
spyware to be installed on another person's computer, or utilize 
any "opt-out downloads". An "opt-out download" is any 
software, program, script, tool or element that would 
automatically download to a user's computer or that would 
become operative when the user accesses the Internet unless the 
user takes affirmative action to prevent the download,
(xiii) use a context based triggering mechanism to display an 
advertisement that partially or wholly covers or obscures paid 
advertising or other content on an Internet website in a way that 
interferes with a user's ability to view the Internet website, or 
use browser-embedded contextual targeting applications or 
other applications which serve advertisements (pop-up ads and 
pop-unders, in-browser ads and highlighting of website content 
and redirecting to websites with similar content, regardless of 
whether any such advertisements are served directly by you or is 
provided or purchased from a third-party) on Merchant's or 
Merchant's competitors websites or on any other website other 
than your websites,
(xiv) use iframing of affiliate links or pages,
(xv) market Merchant's products via eBay or other auction or 
resale platforms
(xvi) use Merchant's domain(s), URL(s) (in whole or in part), 
trademarks or Merchant content to trigger the activation of 
software tools.
(xv) engage in "domain recovery"  or "domain redirection" 
strategies where misspelled versions of Merchant Domains or 
derivatives are used to capture indirectly typed in search queries 
that result in traffic routed through Qualifying links.
(xvi) use websites/urls or other marketing platforms for the 
promotion of the Affiliate Program that have not been disclosed 
to the Merchant for review.
 (b)  You may not (i) engineer your websites in a manner 
designed to direct or pull Internet traffic away from our 
Merchant website, (ii) attempt to modify or alter our Merchant 
website in any way; (iii) make any representations, either 
express or implied, or create an appearance that a visitor to your 
website is visiting our website, e.g., "framing" the Merchant 
website, without our prior written approval; or (iv) "scrape" or 
"spider" any Merchant website or any other website for 
Merchant Content (as defined below).
(c)  You may not purchase products during sessions initiated 
through Qualified Links on your websites for resale, or 
commercial use of any kind.  Such purchases may result, in our 
sole discretion, in the withholding of the Revenue Share or the 
termination of this Agreement.
(d)  We have the right in our sole and absolute discretion to 
monitor your websites at any time and from time to time to 
determine if you are in compliance with the terms of this 
Agreement, and you agree to provide us with unrestricted access 
to your websites for such purpose.
3.  Right to Use Merchant Content.  (a)  Subject to the terms 
and conditions herein, we hereby grant to you, during the term 
hereof, a limited, non-exclusive, non-transferable, revocable, 
non-sublicenseable, non-assignable right to (i) access the 
Merchant Website through Qualified Links (defined below) 
provided by us from time to time, and (ii) use and display the 
Merchant Content (as defined below) that we may make 
available to you from time to time solely as provided to you 
through the Affiliate Manager and solely for the purpose of 
generating the sale of Merchant's products from your website 
that we have approved and solely in connection with your 
participation in this Affiliate Program.  Any attempt to 
sublicense, assign or transfer this right is void.  We may 
terminate your rights to use the Merchant Content for any 
reason at any time in our sole and absolute discretion.
(b) A "Qualifying Link" means a link from your website to our 
website using one of the URLs or graphic links provided by us 
(or through the Affiliate Manager) for use in the Affiliate 
Program that allows Affiliate Manager to track the use of such 
links by your visitors.  All Qualifying Links that you will use in 
the Affiliate Program will be provided to you from the Affiliate 
Manager or by other means selected by us, and only valid 
Qualifying Links generated by the Affiliate Manager or by us 
will be tracked for purposes of determining Revenue Share that 
you may be eligible to receive on sales of products generated 
through your website.  Except for the right to use the Merchant 
Content provided to you by us hereunder, we are not granting 
you any rights in, and you represent, warrant, covenant and 
agree that you will not use, in any manner, any trademarks, 
service marks, trade names, logos, banners, buttons, graphics, 
digital images, text, or other content or materials owned or 
controlled by us.  
(c)  Upon termination of this Agreement, for any reason, you 
shall immediately cease using, displaying or otherwise 
maintaining any interest in the Merchant Content.  For purposes 
of this Agreement "Merchant Content" means any and all 
trademarks, service marks, trade names, logos, banners, buttons, 
digital images, graphics, text and other content and material 
which we may, in our sole discretion, make available to you in 
connection with this Affiliate Program from time to time.
4.  Special Offers.  
(a)  From time to time, we may post on the Affiliate Manager 
special offers ("Special Offers") to pay certain members of the 
Affiliate Program, chosen at our sole discretion, a specified 
referral fee on sales of certain products.  The terms of a Special 
Offer, as posted on the Affiliate Manager or otherwise 
communicated to such members, shall be governed by the terms 
and conditions of this Agreement.  However, in the event of any 
inconsistency between the terms of the Special Offer and the 
terms of this Agreement, the terms of the Special Offer shall 
govern.
(b)  Advance notice of promotions, sales and special events is 
Confidential Information of ours until such events are 
publicized by us.  From time to time you may be given prior 
notice of such events so that you may prepare content on your 
Website. The existence of such event and any Merchant Content 
provided to you is Confidential Information and may not be 
disclosed by you prior to the date specified by us.  You also 
agree upon notice to promptly remove any Confidential 
Information from your site upon our request.
5.  Merchant Content Usage Restrictions.  IF YOU FAIL TO 
COMPLY WITH ANY OF THE RESTRICTIONS IN THIS SECTION 5, AT 
OUR SOLE DISCRETION YOU, FORFEIT ANY COMMISSIONS OR 
OTHER PAYMENTS OTHERWISE EARNED BY YOU DURING SUCH 
TIME THAT YOU ARE NOT IN COMPLIANCE.
(a)  Obtaining and Using Merchant Content.  You agree that you 
will not, except as specifically provided for in this Agreement 
(i) copy or obtain any images or other content relating to the 
Merchant from the Merchant Website or elsewhere, except 
through the Affiliate Manager, (ii) copy or display any 
Merchant Content, (iii) modify, adapt, translate or create 
derivative works based on the Merchant Content, (iv) remove, 
erase, or tamper with any copyright or other proprietary notices 
in any copy of any of the Merchant Content, (v) sell, market, 
license, sublicense, distribute, disclose or otherwise grant to any 
person or entity any right or interest in the Merchant Content, 
(vi) take any action which may cause deception, confusion or 
otherwise dilutes the quality of the Merchant Content or the 
goodwill associated therewith, or (vii) use the Merchant Content 
in any manner which disparages or portrays us in a false, 
competitively adverse or poor light.  
(b)  No Keyword Purchasing. Use of Paid Search Marketing 
(PPC) is not permitted in the Affiliate Program without express 
written consent.  This includes  purchase or placement of ads on 
third party search engines including, but not limited to 
Google.com, AOL.com, Yahoo.com, Bing.com, MSN.com 
Facebook.com, Ask.com and Miva.com or any other search 
engines offering the ability to buy traffic based on keywords on 
a PPC or CPM basis. 
(c)  Trademark and Look and Feel Restrictions.  Additionally, 
you agree that (i) you will not include any name, trademark, 
trade name, service name, logo or similar business identifier, or 
any variation or misspelling thereof, which is owned or 
controlled by us in any domain name, URL, or similar identifier 
used by you, (ii) you will not alter or attempt to alter the look, 
feel, content, features or functionality of the Merchant Website, 
(iii) you will immediately substitute or remove any Merchant 
Content from your websites at our request, (iv) your websites 
will not in any way copy or resemble the look, feel or content of 
the Merchant Website or create any impression that your 
websites are part of the Merchant Website, (v) you will not 
purchase or contract with any other person or entity to exploit 
any name, trademark, trade name, service name, logo or similar 
business identifier, or any variation or misspelling thereof, 
which is owned or controlled by us for any purpose, (vi) you 
will not use any Merchant Content in a manner which links or 
otherwise directs potential customers to any website other than 
the Merchant Website, and (vii) you will not attempt to intercept 
or redirect potential customers from or on the Merchant Website 
or any other website participating in this Affiliate Program.  
(d)  Promotion Codes & Coupons.  You may not, without our 
prior written consent, utilize any promotion, promotion code, 
coupon, or other promotional opportunity that is not specifically 
authorized for Merchant's Affiliate Program and explicitly 
authorized for your use.  (i)Any code not distributed for general 
use to all affiliates or to a specific affiliate through the Affiliate 
Manager will be considered unauthorized and must be removed 
immediately. (ii) Affiliates may not use "Click to Reveal" 
technology on their sites to obscure promotional codes.  (iii) 
Affiliates may not market Fanatics using Fanatics 
trademark/domain + the terms "coupon" "deals" "discounts" 
"promo codes" or other derivatives in their page titles of meta 
descriptions if an authorized Fanatics promotion does not exist 
on the affiliate site.  (iv) "User Submission" of coupon codes 
and deals is not allowed and this functionality must be disabled 
on Fanatics related pages on affiliate sites. 
(e)  Communications with Consumers.  You may not, without 
our prior written consent, (i) generate or send any email 
messages, text or mobile messages, or other electronic messages 
("Electronic Messages") using or containing and our name or 
logo, or any variation thereof, or any of our trademarks or 
products, or any of the Qualifying Links or URLs provided to 
you as part of the Affiliate Program, (ii) send any Electronic 
Messages that in any way suggests or implies or misleads or is 
likely to mislead (including without limitation, via the return 
address, subject heading, header information or message 
contents) a recipient into believing that we or any related entity 
was the sender or sponsor of such email or procured or induced 
you to send such email, (iii) forward, redistribute, or otherwise 
repurpose any Electronic Messages that we send our customers 
or members of the Affiliate Manager, and (iv) generate or send 
any unsolicited email (spam) under this Agreement or any email 
in violation of the CAN-SPAM Act of 2003 (including any 
amendments or successor laws) or any other applicable laws or 
regulations.
(f)  Use of Software Tools to Promote Affiliate Program.  You 
agree that any software technology, which includes, but is not 
limited to, desktop applications, toolbars, browser plug-ins, 
browser extensions, browser buttons, widgets, Facebook 
applications, blog extensions/plug-ins, mobile applications, 
videos and video players, etc. used to promote the Affiliate 
Program will comply with the following provisions:
(i) Software used and its features must be in compliance with all 
federal state and local laws, regulations and rules regarding the 
distribution, behavior and privacy issues of the software 
technology.
(ii) Software may be installed with the expressed consent of the 
end user, and an end user license agreement must be present 
which accurately describes the software's behavior.  An 
accurate privacy statement must be included related to the 
software technology, and the software must be easily and 
completely uninstalled by the end user.
 (iii) Installation of software tools used to promote this program 
cannot be bundled with other software products or their 
installation incentivized in any way.
(iv) Affiliate must receive written permission to promote the 
Fanatics affiliate program using any software technology.  If 
you are currently using software tools to promote offers, this 
must be disclosed to Merchant immediately for review.
(v) Software cannot automatically redirect or prompt to direct 
traffic away from any other website to Merchant's website.
(vi) Software tools cannot alter the content of any other website 
without the permission of the site's owner.
(vii) Software cannot collect, store or transmit data regarding 
the end user's activities on the Merchant's site.
(viii) Any activation of an affiliate tracking link through the 
software must be immediately preceded by an actual physical 
click by a real person.  No type of "automated clicking" by any 
technique, of affiliate link is allowed.
(ix) If any Software Tools are implemented after the Affiliate 
has entered into this Agreement, the Affiliate will submit to the 
Merchant verification that all restrictions regarding the 
performance and functionality of Software Tools are being 
followed.   The Merchant reserves the right to opt-out of 
inclusion in Software Tools or end the Affiliate Agreement if 
this is not possible. 
6.  Property Ownership Rights.  You acknowledge and agree 
that we retain all rights, title and interest in and to all property 
rights embodied in or associated with the Merchant Content.  
You represent, warrant, covenant and agree that you will not, 
and will not assist any third party to, now or in the future, (i) 
take any action challenging or otherwise inconsistent with our 
ownership of, or other right in, the Merchant Content, or (ii) 
register or attempt to register any trademark, service mark, logo, 
trade name, domain name, or similar business identifier, that 
contains any name, trademark, service mark, logo, trade name or 
other content or material owned or controlled by us or any 
derivation, including misspellings, thereof.  All goodwill and 
benefits accruing from the use of the Merchant Content will 
automatically vest in us. You agree to cooperate with us and to 
take any additional actions reasonably requested by us to effect, 
perfect or confirm our rights, title and interest in the Merchant 
Content.
7.  Operation and Maintenance of the Merchant Website.  
(a)  You acknowledge and agree that we will accept or reject, in 
our sole and absolute discretion, all orders by customers for 
merchandise placed on or through the Merchant Website.  You 
further acknowledge and agree that (i) you do not have any 
authority to make or accept any offer or commitment on behalf 
of us, (ii) we cannot, and do not, guarantee the availability of 
any merchandise or other services offered for sale on the 
Merchant Website, and (iii) we are solely responsible for all 
pricing, merchandising, order processing, order fulfillment, 
shipping, returns and all other aspects of the Merchant Website 
and the sale of merchandise thereunder.  Customers who access 
the Merchant Website will be deemed our customers.  
Accordingly, all of our then applicable rules, policies and 
procedures concerning orders, returns, refunds, customer 
service, privacy and other terms of use and sale will apply to 
such customers.  As between the parties, all information 
obtained through the use of the Merchant Website shall be our 
exclusive property.
(b)  We may change our policies and operating procedures at 
any time in our sole discretion.  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.  We will use 
commercially reasonable efforts to present accurate information, 
but we cannot guarantee the availability or price of any 
particular product or the error-free or uninterrupted operation of 
our website.
8.  Revenue Share Payments.  (a)  During the term of this 
Agreement, we agree to pay you a revenue share (the "Revenue 
Share") equal to the applicable percentage of Net Revenue 
determined pursuant to the schedule set forth in the Affiliate 
Program overview/description materials posted on the Affiliate 
Manager or otherwise provide by us.  We reserve the right, at 
our sole discretion, to change, modify, add or remove portions 
of this Revenue Share schedule at any time without notice.  For 
purposes of this Agreement, "Net Revenue" means all cash 
consideration (not including any portion of payment made 
through the redemption coupons or credits, or the purchase of 
gift certificates or gift cards) from merchandise sold in a 
transaction resulting directly from a Qualifying Link tracked by 
Affiliate Manager from your website to the Merchant Website in 
accordance with this Agreement, where the customer purchases 
such merchandise, less all taxes, shipping and handling charges, 
gift wrapping and other value-added service charges, returns and 
chargebacks.  You acknowledge and agree that we will not be 
obligated to pay any revenue share unless we actually ship the 
applicable order and receive full payment for such order.  
(b)  A transaction may be deemed to be resulting directly from a 
Qualifying Link tracked by Affiliate Manager from your 
website to the Merchant Website if:
(i) such purchase is made during the time period set forth by us 
through the Affiliate Manager after the customer has initially 
entered our website through your tracked Qualifying Link 
("Revenue Share Time"). After the Revenue Share Time, we 
will not pay referral fees on any products that are added to a 
customer's shopping cart after the customer has re-entered our 
website (other than through a Qualifying Link from your 
website), even if the customer previously followed a link from 
your website to our website.
(ii)  your tracked Qualifying Link is the most recent referral to 
the Merchant Site prior to such purchase among all marketing 
channels tracked by us.  If we are able to track a referral from 
another marketing channel (e.g. another affiliate, comparison 
shopping engine, paid search, banner advertisement or any other 
trackable marketing channel) that is more recent that your 
Qualifying Link, then the resulting purchase will be deemed to 
not be directly resulting from your tracked Qualifying Link.
All determinations of Qualifying Links and whether a referral 
fee is payable will be made by us and Affiliate Manager and 
will be final and binding on you.  
(c)   Ineligible purchases – purchases determined to be made for 
resale or other commercial purposes will not be considered 
commissionable. Merchant shall have sole and absolute 
discretion in determination of "commercial intent" of an order.
(d)  Subject to the terms and conditions of this Agreement, we 
will pay you the above-described Revenue Share on a monthly 
basis.  We will send, or cause to be sent, to you payment by 
check, wire transfer, ACH direct deposit,PayPal or any other 
method offered by the Affiliate Manager  for the Revenue Share 
earned, less any taxes or other amounts that we may be required 
by law to withhold.  No interest will be paid on any such 
amount held by us.  If a Revenue Share payment is made 
hereunder and relates to merchandise that is later returned by the 
customer, the applicable Revenue Share may be deducted from 
the next applicable payment hereunder.  If any portion of such 
Revenue Share cannot be recovered through a deduction, we 
will invoice you for such amount and you agree to pay this 
amount within 30 days after receipt of such invoice.  Upon 
termination of this Agreement, we will send, or cause to be sent, 
to you, payment for the total amount of Revenue Share then 
owed to you as of the termination date.  The final Revenue 
Share payment may be withheld by us for a reasonable period of 
time to ensure that the correct amount is to be paid after making 
any adjustments that may be required, including, but not limited 
to, adjustments for returns.  If affiliate is terminated for cause, 
Fanatics reserves the right to reverse commissions currently 
owed and may reverse any unlocked commissions owed for the 
previous 30 days prior to termination.
9.  Affiliate Manager Tracking.  (a)  We will track sales made 
to customers who purchase products using Qualified Links, that 
you will generate using Affiliate Manager's technology, from 
your website to our website, and reports summarizing this sales 
activity will be available to you also through the Affiliate 
Manager.  The form, content, and frequency of the reports are 
limited to those reports and capabilities available through the 
Affiliate Manager and may vary from time to time in our and 
Affiliate Manager's reasonable discretion.  We are not 
responsible for any changes that Affiliate Manager may make in 
their reporting format, timing, or types of reports available to 
the members of our Affiliate Program.  To permit accurate 
tracking, reporting and fee accrual, you must ensure that the 
links between your website and our website are properly 
formatted.  We are not responsible for improperly formatted 
links regardless of whether you have made amendments to the 
code or not.  In addition, we are unable to track or provide you 
credit for sales from customers that are referred to us with 
browsers that do not have their cookies setting enabled.  You 
hereby agree not to disclose such information contained in 
Affiliate Manager reports regarding us to any third party without 
our prior written consent and that such information is the 
property and Confidential Information of ours.
(b) You represent, warrant, covenant, and agree that (i) you are 
a member of Affiliate Manager's network affiliate program, and 
(ii) you will not bypass, modify, circumvent, impair, disable or 
otherwise interfere with any links, web beacons, cookies or 
other technology provided by us or Affiliate Manager.
10.  Responsibility for Your Websites and Your 
Participation.  (a) You will be solely responsible for the 
development, operation, and maintenance of all websites that 
are linked to the Merchant Website hereunder and for all 
content, technology and other materials that appear on such 
websites.  You acknowledge and agree that you are responsible 
for complying with all of the terms and conditions hereof and all 
applicable laws, rules and regulations.  You represent, warrant, 
covenant, and agree that:
(i) you will not state or imply that we sponsor, endorse, sanction 
or otherwise approve your website or any of your products or 
service,
(ii) you will not state or imply that you are an affiliate, 
associate, partner or agent of ours or otherwise take any action 
that could reasonably cause customers confusion as to our 
relationship with you,
(iii) you will not take any action that could reasonably cause 
customers confusion as to the website on which any data 
collection, purchase transaction or other functions are occurring,
(iv) you will make no representations regarding the association 
of Affiliate Manager with us or you,
(v) at all times during and after the term of this Agreement, you 
will protect all of our and Affiliate Manager's Confidential 
Information (as defined below) that you obtain or otherwise 
have access to with the same degree of care that you use to 
protect your own confidential and proprietary information but in 
no event less than a reasonable standard of care,
(vi) you will only use our and Affiliate Manager's Confidential 
Information to the extent necessary to perform your obligations 
hereunder, 
(vii) you will not use or display any trademark, service mark, 
logo or other content of Affiliate Manager or infringe any of 
Affiliate Manager's technology rights, and
(viii) you will promptly notify us and Affiliate Manager of any 
malfunctioning of the Qualifying Links or other problems with 
your participation in the Program.  
(b) We disclaim all liability for all such matters. Further, you 
agree to defend, indemnify and hold us harmless from all 
claims, damages, and expenses (including, without limitation, 
attorneys fees) relating to the development, operation, 
maintenance or content of your website.
(c) For purposes of this Agreement, "Confidential 
Information" means all non-public information provided or 
obtained by you about us, including, without limitation, all 
customer information, and all business and sales information 
related to transactions through this Affiliate Program. 
11.  Violation of Terms and Affiliate Indemnification.  
(a)  Violation of any of the terms, conditions or prohibitions 
contained in this Agreement may result in, among other things, 
the immediate termination of this Agreement and the 
commencement of an action by us against you seeking, without 
limitation, injunctive relief, and the recovery of actual, statutory 
and punitive damages.
(b)  You, at your own cost and expense, will indemnify, defend 
and hold harmless, us, our parents, subsidiaries and company 
affiliates, and each of their respective directors, officers, 
employees, agents, successors and assigns against any claim, 
suit, action, judgment, liability, loss, cost, expenses and other 
damages (even if such claims are groundless, fraudulent or 
false), including reasonable attorney's fees, based upon or in 
connection with (i) any breach or alleged breach of your 
representations, warranties, covenants agreements, or 
obligations hereunder, (ii) your websites or related business, or 
any content, technology or other materials displayed or 
contained thereon, including but not limited to with respect to 
claims of misappropriation or infringement, (iii) your failure or 
alleged failure to comply with any applicable law, rule or 
regulation, (vi) claims for unsolicited email, spamming or 
violation of the CAN-SPAM Act of 2003, (vii) your misuse, 
unauthorized modification or unauthorized use of the services or 
materials provided by us or Affiliate Manager hereunder, or 
(viii) any actual or alleged wrongful or negligent act or omission 
by you.
12.  Term and Termination.   (a)  This Agreement shall 
automatically terminate on the date on which we no longer 
maintain or you are no longer a member of the Affiliate 
Program contemplated hereunder.  Additionally, either party 
may terminate this Agreement at any time and for any reason by 
providing notice (including via e-mail) to the other party.  We 
may also terminate this Agreement immediately, without notice, 
if we determine, in our sole discretion, that you have breached 
this Agreement or that your website(s) is unsuitable to 
participate in this Affiliate Program.  Either party may terminate 
a Special Offer at any time by deleting its acceptance through 
the Affiliate Manager and giving written notice (including via 
email) to the other party.  Such termination of a Special Offer 
shall not be deemed a termination of this Agreement or any 
other Special Offers.  Sections 3(c), 8(b), 10-20 and 23 (together 
with all other provisions that may reasonably be interpreted as 
surviving termination or expiration of this Agreement) will 
survive any termination or expiration of this Agreement.
(b)  Upon termination of this Agreement, you will immediately 
cease use of, and remove from your website, all links to our 
website and all Merchant Content including any and all banner 
ads, text link and product links.
(c)  You are only eligible to earn a Revenue Share on sales of 
products occurring during the term of this Agreement, and 
referral fees earned through the date of termination will remain 
payable only if the related orders are not canceled or returned by 
a customer.  In addition, we may invoice you for Revenue Share 
that was paid to you prior to termination if those referral fees 
relate to products that are subsequently canceled or returned by 
a customer.  In the event an overpayment is made by us, you 
agree to promptly remit such overpayment to us upon 
notification by us.  We may withhold your final payment for a 
reasonable time to ensure that the correct amount is paid.
13.  Modification of Agreement.  We reserve the right to 
modify this Agreement, at any time in our sole discretion, by 
posting a change of notice or a new agreement on the Affiliate 
Manager, and, if applicable, on the Merchant Website.  IF ANY 
MODIFICATION IS UNACCEPTABLE TO YOU, YOU AGREE THAT 
YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT.  
YOUR CONTINUED USE OF THE MERCHANT CONTENT AND 
PARTICIPATION IN THIS AFFILIATE PROGRAM FOLLOWING ANY 
MODIFICATION OF THIS AGREEMENT SHALL CONSTITUTE 
CONCLUSIVE AND BINDING ACCEPTANCE TO ANY MODIFICATION 
OR NEW AGREEMENT.
14.  Warranty Disclaimer.  WE MAKE NO WARRANTIES, 
REPRESENTATIONS, OR GUARANTEES, WITH REGARD TO THE 
PRODUCTS OR SERVICES SOLD THROUGH THE MERCHANT 
WEBSITE, THE OPERATION AND MAINTENANCE OF THE MERCHANT 
WEBSITE OR THE AFFILIATE MANAGER, WHETHER EXPRESS OR 
IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT 
LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, 
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR 
ANY IMPLIED WARRANTY ARISING FROM COURSE OF 
PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. 
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE 
MAKE NO REPRESENTATION THAT THE OPERATION OF THE 
MERCHANT WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. 
15.  Limitation of Damages.  WE WILL NOT HAVE ANY 
LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT 
(INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT 
LIABILITY OR OTHER THEORY) FOR ANY INDIRECT, INCIDENTAL, 
SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF WE 
WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR 
ANY LOSS OF REVENUE, DATA OR PROFITS ARISING UNDER OR 
WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM.  
FURTHER, OUR AGGREGATE LIABILITY ARISING UNDER OR WITH 
RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM WILL 
IN NO EVENT EXCEED THE TOTAL REVENUE SHARE PAID OR 
PAYABLE BY US TO YOU UNDER THIS AGREEMENT DURING THE 
PRECEDING TWELVE (12) MONTH PERIOD PRIOR TO THE DATE 
SUCH LIABILITY AROSE.  ALL CLAIMS MADE HEREUNDER BY YOU 
AGAINST US SHALL BE MADE WITHIN 120 DAYS OF THE ACT OR 
OMISSION THAT FORMS THE BASIS OF SUCH CLAIMS.
16.  Independent Contractors.  We, you and Affiliate Manager 
are each independent contractors and nothing in this Agreement 
or in any Affiliate Manager affiliate program documents is 
intended to or will create any form of partnership, joint venture, 
agency, franchise, sales representative, or employment 
relationship. 
17.  Governing Law.  This Agreement will be governed by and 
construed in accordance with the substantive laws of the State of 
Florida, excluding its conflict of laws principles.  Any lawsuit 
relating to this Agreement must be brought in the federal or state 
courts located in Jacksonville, Florida. 
18.  Press Release; Publicity.  You agree that you will not issue 
any press release or make any other similar public 
announcement that in any way makes any reference to us 
without our prior written consent, which consent may be 
withheld in our sole discretion.
19.  Force Majeure.  Our performance under this Agreement 
shall be excused to the extent that such performance is hindered, 
delayed or made commercially impractical by causes beyond 
our reasonable control.
20.  Headings.  The titles and headings of the various sections 
and paragraphs in this Agreement are intended solely for 
convenience of reference and are not intended for any other 
purpose whatsoever, or to explain, modify, or place any 
construction upon or on any of the provisions of this Agreement. 
21.  Assignment.  You may not assign this Agreement or any of 
your rights or delegate any of your obligations under this 
Agreement, by operation of law or otherwise, without our prior 
written consent, and any such attempted assignment shall be 
void.  Subject to such restriction, this Agreement will be binding 
on, inure to the benefit of, and enforceable against the parties 
and their respective successors and assigns. 
22.  Waiver.  Our failure to enforce strict performance of any 
provision of this Agreement will not constitute a waiver of its 
right to subsequently enforce such provision or any other 
provision of this Agreement. 
23.  Entire Agreement.  This Agreement and the Revenue 
Share schedule represents the complete agreement and 
understanding between us and you and supersedes any other oral 
or written communications or understandings between us and 
you regarding the subject matter hereof.  No amendment or 
modification to this Agreement will be binding upon us unless 
agreed to by an authorized representative of us.
I agree (Required)
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