Corazones.com, Affiliate Agreement

Revised August 10, 2007

Please read the terms of this agreement ("Agreement") and register only if you agree to all the terms of this Agreement.

1) Enrollment:

To begin the enrollment process, you will need to review the terms of this Agreement and indicate your acceptance of these terms by clicking \I Agree\ at the bottom of the page. After you submit a complete Affiliate Application via our website, we will evaluate your Affiliate Application and notify you of either your acceptance or rejection. We may reject your application, in our sole discretion, if we determine that your website is unsuitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, sexually explicit, harassing, or racially, ethically, or otherwise objectionable.

2) 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 this site. 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. YOU'RE 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.

3) 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.

4) 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. CORAZONES.COM, INC. RESERVES THE RIGHT TO AMEND THESE TERMS AT ANY TIME WITHOUT WRITTEN NOTICE.

5) Search Engine Keyword Bidding:

We prohibit affiliates from bidding on keywords that include Corazones.com, brand terms.

6) Unsolicited Commercial e-mail (\spam\):

Any affiliate wishing to engage in email advertising must receive written permission from Corazones.com to do so prior commencing any such advertising.

1. Affiliate is solely responsible for managing email lists in accordance with the CAN SPAM Act of 2003, as amended, and any other applicable federal and state laws, and all regulations issued thereunder. Affiliate shall hold harmless and indemnify Corazones.com for Affiliate's failure to comply with any such laws and regulations. Affiliate shall:
• (i) not use of any misleading transmission information;
• (ii) not use of deceptive subject headings;
• (iii) use only functioning return e-mail address,
• (iv) provide Opt Out mechanism (as defined below), identifier or physical address in any e-mail initiated by Affiliate on behalf of Corazones.com.
2. Corazones.com has a zero tolerance policy on Spam, Junk-mail or Unsolicited Commercial Email, as that term is defined under the CAN SPAM Act of 2003 ("UCE"). Spam, Junk-mail and UCE are understood to mean the sending of the same, or substantially similar, unsolicited electronic mail messages, whether commercial or not, to more than one recipient. A message is considered unsolicited if it is posted in violation of a newsgroup charter, license agreement or if it is sent to a recipient who has not requested or invited the message. UCE also includes e-mail with forged headers, compromised mail server relays and false contact information. Affiliate shall not: send or have sent any email in violation of the CAN SPAM Act of 2003; initiate Spam, Junk-Mail or UCE on behalf of itself or Corazones.com in the connection of the performance of Affiliate\s services under this Agreement. This prohibition extends to the sending of unsolicited mass mailings from any service, which in any way implicates Corazones.com, whether or not the message actually originated from Affiliate, Corazones.com or a 3rd Party Ad Server's network.
3. Corazones.com\s zero tolerance for Spam extends to mailing lists, list serves and mailing services. An acceptable mailing list under this Agreement will be focused at a targeted audience which has voluntarily signed up for e-mail information from Corazones.com or has made their e-mail addresses available for distribution of information from Corazones.com. The list must also allow for automatic removal by all such email recipients, with non-distribution in the future ("Opt Out"). Corazones.com and Affiliate will work together to maintain the mailing lists, Opt Out requests and regularly update the mailing lists in compliance with the CAN SPAM Act of 2003, as amended, any other applicable federal and state laws and regulations issued thereunder.
4. If Affiliate\s actions cause Corazones.com mail servers or the Corazones.com IP address ranges to be placed on blackhole lists and other mail filtering software systems used by companies on the Internet, Affiliate shall pay to Corazones.com a $500 fee, plus an additional $250 per hour for administrative charges incurred to remove and protect mail servers and IP ranges. Furthermore, Violation of these rules will result in the termination of your affiliate relationship with Corazones.com, including the forfeiture of any Fees generated from the date of the violation or offending e-mailing. Affiliate agrees to indemnify and hold Corazones.com harmless with regards to any email activity, including but not limited to reasonable attorney's fees.

7) ADWARE and SPYWARE

1. Affiliate is solely responsible for complying with all laws, including the "Spy Act" (currently HR 29) if and when passed, and best practices regarding the use of software and programs commonly known as "spyware" and/or "adware" as those terms are generally understood. Spyware and adware include, but are not limited to, trojans, web bugs, advertiser software, monitoring software and any surveillance type software or program that monitors, reports, tracks, mines or provides Affiliate or any third party with user information such as browsing habits, click information or other user data.

   Affiliate represents and warrants that

   • (i) prior to any spyware or adware installation it provides users clear, conspicuous and understandable notice that spyware or adware will be installed on users' computers and an understandable explanation of what such spyware or adware will monitor, including the information that will be collected by the spyware or adware, and how and with whom such information will be shared;
   • (ii) it seeks users' consent prior to any installation of spyware or adware on computers;
   • (iii) the spyware or adware once installed will be listed in the "currently installed programs" menu or analogous menu and is accompanied by an "uninstall" icon that actives an uninstall program;
   • (iv) the uninstall program, once activated, will successfully and permanently uninstall, disable, fully remove and permanently make inoperable any spyware or adware installed on such computer by Affiliate;
   • (v) any ads served, popped up or otherwise presented to user clearly and conspicuously state that such ad was distributed by Affiliate and provide the name of the spyware and adware program responsible for such ad;
   • (vi) the spyware or adware is not installed as part of a bundled package of programs without clear and conspicuous notice that the spyware or adware is being installed as part of such bundle and satisfies all the requirements (i)-(v) above.
2. Corazones.com has a zero tolerance policy on the use of spyware or adware without notice to users, users' consent and the ability for users to successfully and permanently remove such programs.
3. Affiliate shall hold harmless and indemnify Corazones.com pursuant to Section 8 for Affiliate's, or any third party working on behalf of or at the instruction of Affiliate, breach of this Section 7(a) or for any liability incurred by Corazones.com as a result of any spyware or adware originating from or on behalf of Affiliate.

8) Indemnification:

Affiliate agrees to defend, indemnify and hold harmless Corazones.com and its Affiliates (as defined below) and their respective directors, officers, employees and agents from any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees) (collectively "Losses") incurred as a result of a Third Party (as defined below) claim, judgment or proceeding relating to or arising out of Affiliate's breach of Section 6, or Section 7, Affiliate's display or delivery of any Ad in breach of these Terms and Conditions or the terms of an IO, or that materials provided by Affiliate (and not by Corazones.com) for an Ad violates the right of a Third Party, are defamatory or obscene or violate any law, regulations or other judicial or administrative action, except to the extent (i) that such claim, judgment or proceeding resulted from such materials fulfilling Corazones.com\s unique specifications provided that Affiliate did not know or should not have reasonably known that such specifications would give rise to the Loss or (ii) that such materials are provided to Corazones.com for review and Corazones.com knew or should have reasonably known from the visual or sonic expression of the Ad, while Affiliate did not know or should not have reasonably known, that such material violated any law, regulations or other judicial or administrative action, violate the right of a Third Party or are defamatory or obscene.

For purposes of this Section 8, \Affiliate\ means, with respect to either party, any corporation, firm, partnership, person or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with such party to the extent of at least 50% of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such party. \Third Party\ means an entity other than the parties to this Agreement, their respective Affiliates, and each of their respective directors, officers, employees and agents.

9) Commissions and Payment

• Commissions shall be paid to the respective Affiliate approximately thirty (30) days after the last day of a given calendar month, for qualifying Commissions generated in that calendar month.
• Commissions are based solely upon that statistics that Corazones.com compiles on a regular basis, which are verified and checked against our month end reports (the "Data"). Affiliate understands and agrees that the Data is dispositive and fully binding upon Affiliate in determining payable Commissions. Please be advised that the statistics that appear at your online Affiliate Account page are intended for informational purposes, only. The online Affiliate Account statistics may be inaccurate and/or incomplete and you may not rely upon such statistics until they are reconciled with our month end reports. Corazones.com may require a Affiliate to provide a W-9 form, or similar tax documentation, as a condition to receiving any Commission payments.
• Commissions shall not be paid on leads deemed to be fraudulent by Corazones.com. Fraudulent leads can include but are not limited to: leads generated through deceptive practices, spyware/adware, unsolicited email, international leads (outside North America), leads containing false information. Corazones.com reserves the right to amend the definition of a fraudulent lead without written notification to the affiliate.

10) Miscellaneous:

This Agreement will be governed by the laws of the United States and the State of Arizona 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 Phoenix, Arizona 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.

11) Termination:

• The term of this Agreement will begin upon our written acceptance of your Affiliate Application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by giving Corazones.com written notice of termination via e-mail. Corazones.com may terminate this Agreement and your license hereunder without notice at any time. Affiliates are only eligible to earn Commissions on billings generated during the term of this Agreement. Upon any termination of this Agreement, any and all licenses granted hereunder shall immediately expire.
• Notwithstanding anything contained herein to the contrary, upon any termination of this Agreement, we will not pay any Commissions otherwise due to an Affiliate at the time of termination including, without limitation, amounts that are being held pending the meeting of a Payment Threshold and/or unpaid Commissions at the time of Termination.
• Upon termination, you agree to immediately destroy any and all Corazones.com-related records, materials, copies, notes, suppression lists (if used herein) and documentation your possession and to certify to Corazones.com that such destruction has been completed.

12) Customer and Sales Information:

We will own all right, title, and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitation, (a) any contact information collected from any customer who enters the Corazones.com site from a link from your site (\Affiliate Customers\) and (b) any information regarding click-through rates or product purchases by Affiliate Customers (\Sales Information\). Subject to the terms and conditions of this Agreement, we grant you a limited worldwide, non-exclusive paid-up license to use the Sales Information only to the extent necessary to fulfill your obligations under this Agreement. You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without our prior written approval, which we may withhold at our sole discretion. You agree not to send Affiliate Customers e-mail communications promoting your site as an affiliate of us or otherwise unless granted previous approval by us.

13) Confidentiality:

We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (herein referred to as \Confidential Information\) which shall include, without limitation, Sales Information, business and financial information, product designs, customer and vendor lists, and pricing and sales information, concerning us, you, Affiliate Customers, or any of our affiliates. Confidential Information shall remain strictly confidential and secret and shall not be used, directly or indirectly, by you for your 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. Notwithstanding the foregoing, you are hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to your accountants, attorney, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.

14) Limited Licenses and Use of the Corazones.com Logos and Trademarks:

• (a) We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through the Links solely in accordance with the terms of this Agreement and (ii) to use our marks and logos only in the forms that we provide (the \Marks\) (or such other images or messages for which we granted prior express written permission, hereafter \Pre-approved Images\) solely in connection with such Links and only as permitted herein. You may not (i) alter, modify, copy, distribute, reverse engineer, create derivative works, or change the Marks or Pre-approved Images or message in any way; (ii) cause or do any act or thing that would impair our rights in the Marks or Pre-Approved Images; or (iii) damage the reputation for quality inherent in the Marks. You are only entitled to use the Marks to the extent that you are a member in good standing of the Affiliate Program. We reserve all rights in the Marks and Pre-Approved Images and all other intellectual property rights.
• (b) You cannot make any use of any Marks or any Pre-Approved Images for purposes other than selling Corazones.com products, without first submitting a sample to us and obtaining our prior written consent, which we may withhold at our sole discretion. Further, you acknowledge: (i) our ownership of the Marks and Pre-Approved Images; (ii) your use of Marks or Pre-Approved Images does not convey to you any right, title or interest in or to the Marks or Pre-Approved Images; (iii) you may not contest the Marks, or register or attempt to register in any jurisdiction any Mark or any confusingly similar mark or trade name; (iv) you will not in any way dispute, or do anything to impair the validity of our rights in our Marks, our ownership and right to use and control the use of our Marks; (v) you agree not to use the Marks in any manner that is disparaging or that otherwise portrays us in a negative light; (vi) you agree to identify the Marks by including appropriate symbols and notices reasonably requested by us; (vii) you may not obtain or use the Marks except as provided in this Section 14; (viii) your use of the Marks, including all goodwill associated with such use, shall inure solely to us; and (ix) you may not sublicense, assign or transfer any rights granted hereunder, and any attempt at such sublicense, assign or transfer is void. We may revoke your license at any time immediately by giving you notice. This license shall otherwise terminate upon the effective date of the expiration or termination of this Agreement.
• (c) You grant us a non-exclusive license to use your names, titles, and logos (\Affiliate Marks\) to advertise, market, promote, or publicize, in any manner, the Agreement, the transactions contemplated herein, or our rights hereunder; provided however, that we shall not be required to do so. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

15) Publicity:

You may not create, publish, distribute, or permit or transmit any written material or electronic communications that make reference to us or uses our name or any of our Marks without first submitting such material to us and receiving our written consent, which we may withhold at our sole discretion.

16) Promotion of Our Affiliate Relationship:

If you qualify and agree to participate as an affiliate site, we will make available to you a variety of graphic and textual links (each of these links referred to herein as \Links\ or, individually, as a \Link\) which, subject to the terms and conditions hereof, you may display on relevant areas of your site.

17) Setting Up Links:

In using the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. To permit accurate tracking and reporting, you will be responsible for ensuring that the Links between our site and yours are properly formatted. You also agree that you will display on your site only those graphic or textual images (indicating a Link) 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. You shall display such graphic and/or textual images prominently in relevant sections of your site subject to any and all limitations herein and with our consent, which we may withhold at our sole discretion. Any information with respect to us that is that is going to be displayed on your site must be provided by us or approved by us in writing in advance of any display. A Link may only be modified or expanded with our consent. Each Link connecting users of your site to our site will in no way alter the look, feel, or functionality of our site. Without limiting the generality of the foregoing, you are expressly prohibited from framing our site in any manner, including without limitation causing your site\s tool bar to appear on our site. We have the right based on our sole discretion to monitor your site at any time to determine if you are in compliance with the terms of this Agreement. If you are not in compliance we may terminate this Agreement immediately.

17) Corazones.com responsibilities:

We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site, however, all Links must be approved in writing by us. We will be solely responsible for processing orders placed on our site by a customer following a Link from your site, tracking the volume and amount of sales generated by your site, and providing information to Affiliate Sites regarding sales statistics. We reserve the right to reject orders. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and customer service related to our site. We will not be liable for any breach of this Agreement or for any delay or failure of performance resulting from any one or more of the following:

• (a) an occurrence beyond our commercially reasonable control;
• (b) acts of God, fires, flood, or weather;
• (c) acts of public enemies;
• (d) acts of any governmental authorities;
• (e) acts of war, rebellion, sabotage, riots, civil disorders or explosions;
• (f) strikes or labor disputes;
• (g) Internet reliability; and
• (h) unavoidable casualties.

18) Disclaimers:

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR ANY Corazones.com PRODUCTS OR SERVICES SOLD THROUGH THE AFFILIATE PROGRAM (INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, 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. WE ALSO MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE AMOUNT OF COMMISSIONS TO BE PAID TO YOU, OR AS TO ANY ASSET OR PROFITABILITY, IF ANY, OR OTHER BENEFIT YOU MAY DERIVE FROM PARTICIPATION IN THE AFFILIATE PROGRAM.

19) Equitable Relief:

You agree that your violation of any of Sections 5, 6, 7, 12, 13, 14, 15, 16 and 17 will cause irreparable harm to us and that a remedy at law may be inadequate. Therefore, in addition to any and all remedies available at law, we will be entitled to seek an injunction or other equitable remedies in all proceedings to enforce any of the terms, rights or obligations under this Agreement, in the event of any threatened or actual violation of any or all of the provisions hereof.

20) Relationship of Parties:

The parties to this Agreement 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. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this section.

21) Representations and Warranties:

You hereby represent and warrant to us as follows:

• (a) You will use the Links only as authorized hereunder;
• (b) This agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
• (c) The execution, delivery, and your performance of this Agreement, and your consummation of the transactions contemplated hereby will not, with or without notice, lapse of time, or both, conflict or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any provision of your by-laws or certificate of incorporation, or (iii) any agreement or other instrument applicable to you or binding upon your assets or properties;
• (d) No consent, approval, or authorization of, exemption by, or filing with any governmental authority or third party is required in connection with the execution, delivery, and performance of this Agreement or any other action taken by you;
• (e) To the best of your knowledge there is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the execution, delivery, or consummation of this Agreement. To the best of your knowledge, there is no basis for any such claim, action, or proceeding;
• (f) You are and will continue to be in compliance with all U.S. Privacy laws recognized under U.S., Federal, State, and local law and your site is in compliance with all standards, provisions, and stipulations of all pertinent Federal, State, or local laws, rules, regulations and ordinances;
• (g) You are an adult of at least 18 years of age;
• (h) During the term of this Agreement, you will not include in your site content that is, in our opinion, unsuitable as described in Section 1 of this Agreement or otherwise objectionable;
• (j) During the term of this Agreement, you will not provide any material to us which contains viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; and
• ONLY CLICK "SUBMIT" IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

CLICKING "SUBMIT" IS THE EQUIVALENT TO SIGNING A CONTRACT.

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