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Affiliate Program - Operating Agreement

Affiliate Plan Agreement

This Agreement includes the complete understanding between Tide-mark and participants in our Affiliate Plan. In this Agreement, "we" refers to Tide-mark Press Ltd., and "you" refers to the affiliate. "Site" refers either to a World Wide Web site operated by Tide-mark, or one operated by you the affiliate which is linked to our site, tide-mark.com.

AFFILIATE AREA LINKS

1.Enrollment
To initiate enrollment, please complete and submit a Plan application. We will review the application and will notify you of your acceptance or rejection. We reserve the right to reject your application if in our sole discretion we determine it is unsuitable for the Plan. Unsuitable sites include but are not limited to those which promote any of the following: sexually explicit material; violence; discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities; or violate intellectual property rights. If we reject your application, you may reapply to the Plan. Please note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Plan, we may terminate this Agreement. In that event, you must terminate the link between your site and out site within two business days.

2. Links on Your Site
Upon notification of your site‚s acceptance into the Plan, you may add one or more links to our site:

Individual Title Links:
You may select one or more titles to list on your site. An "Individual Title" is any Tide-mark title listed on our site. For each selected Title, you will 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 will provide an Affiliate Link (defined below) between each Individual Title reference on your site and the related Individual Title page on our site. Each Individual Title link will connect directly to a single item in our online site. You may add or delete Individual Titles (and related links) from your site at any time without our approval. Titles that are individually listed and linked as described above are referred to as "Individually Linked Titles." You may not link to our site using references to products on your site that are not "Individual Titles" as defined above.

General Link to tide-mark.com Home Page:
You may provide a general link on your site to our home page at http://www.tide-mark.com. We will provide you with artwork to use in linking to our home page. To permit accurate tracking, and referral fee reporting, we will provide you with specially encoded links to be used in all connections between our sites. It is your responsibility to ensure that your site uses s such specially encoded links. Links established pursuant to this Agreement and which properly utilize such specially encoded links are referred to as "Affiliate Links." You will earn referral fees only from sales activity on our site initiated through Affiliate Links. We will not be liable to you if you fail to use Affiliate Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. You understand that, by participating in the Affiliate Plan and placing any of the Affiliate Links within your site, tide-mark.com may receive information from or about visitors to your site. Your participation in the Tide-mark Plan constitutes your specific and unconditional consent to and authorization for tide-mark.com's access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in tide-mark.com's Privacy Notice.

3.Order Processing
We will process Title orders placed by customers who follow Affiliate Links from your site to our site. We reserve the right to reject orders which do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment including, but not limited to: preparing order forms, processing payments, cancellations, and returns, and handling customer service. We will track sales made to customers who purchase Titles by using Affiliate Links from your site to our site and will provide to you reports summarizing sales activity. The form, content, and frequency of the reports may vary at our discretion.

4.Referral Fees
We will pay you (in accordance with Sections 5 and 8 below) referral fees on certain Title sales to third parties. For a Title sale to be eligible to earn a referral fee, the customer must click-through an Affiliate Link from your site to our site, and add the Title to his or her shopping cart during a session. A session is the time during which a customer orders a Title. The Affiliate Linking and the ordering session must be concurrent even if the customer previously followed a link from your site to our site.We will only pay referral fees on such Titles after order, payment and shipping have occurred. We will not pay referral fees on any Titles added to a customer's Shopping Cart other than through an Affiliate Link as determined by us. Titles purchased through a device (an "Internet Access Appliance") that provides Internet access but does not present our site, or permit users to access and interact with our site, in the same manner as a desktop computer (e.g., mobile devices such as cellular telephones or PDAs that may access only limited or modified versions of our site) do not qualify for referral fees.

You may not purchase Titles during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders on behalf of customers or orders for Titles to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. Titles that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Titles."

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Affiliate Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use Affiliate Links on your site to access our site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (d) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (f) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and, in addition, terminate this Agreement.

5.Referral Fee Schedule
You will earn referral fees based on Qualifying Revenues according to referral fee schedules to be established by us. "Qualifying Revenues" are revenues derived by us from sales of Qualifying Titles, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, returns and bad debt. The current referral fee schedule is:

10% of Qualifying Revenues from the sale of each Individually Linked Title that, on the date of order, is added to the customer's Shopping Cart directly from the first page served to the purchaser's computer by following an Affiliate Link to the Individually Linked Title.

6.Referral Fee Payment
We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned. However, if the referral fees payable to you for any calendar quarter are less than $25, we may at our discretion hold payment until the total amount due is at least $25 or (if earlier) until this Agreement is terminated. In calculating referral fees, we will deduct the corresponding referral fee from your next quarterly payment if a Title that generated a referral fee is returned by the customer. If there is no subsequent payment, we will send you a bill for the referral fee.

7.Policies and Pricing
Customers who buy products through this Plan will be deemed to be customers of Tide-mark. Accordingly, all Tide-mark 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 Titles sold under this Plan in accordance with our own pricing policies. Title 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 Title descriptions. We will use commercially reasonable efforts to present accurate information, however, we cannot guarantee the availability or price of any particular Title.

8.Identifying Yourself as an Affiliate
You may not issue any press release with respect to this Agreement or your participation in the Plan; such action may result in your termination from the Plan. We will make available to you a small graphic image that identifies your site as a Plan participant. You may display this logo or the phrase "In association with tide-mark.com" on the home page of your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Tide-mark supports, sponsors, endorses, or contributes money to any charity or other cause).

9.Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Plan participant and to assist in generating Title sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

10.Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all data 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 Title 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 Title-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 ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

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.

11.Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Plan 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 e-mail notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Tide-mark trademarks, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Plan. You are eligible to earn referral fees only on our sales of Qualifying Titles that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

12.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, referral fee schedules, payment procedures, and Plan rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PLAN FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13.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 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.

14.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 Affiliate Plan, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Plan will not exceed the total referral fees paid or payable to you under this Agreement.

15.Disclaimers
We make no express or implied warranties or representations with respect to the Plan or any Titles sold through the Plan (including, without limitation, warranties of fitness, merchantability, noninfringement, 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.

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

17.Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to binding arbitration for the American Arbitration Association, using its then current Rules for Commercial Arbitration. Venue shall be in Hartford, Connecticut, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Connecticut (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. The parties shall split the cost of arbitration, but each party shall pay for its own attorney's fees.

18.Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Connecticut, without reference to rules governing choice of laws. 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.

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