The IcePoster.com Affiliates Program Operation Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the IcePoster.com Affiliates Program (the "Program").
As used in this Agreement, "we" means IcePoster.com, Inc., and "you" means the applicant.

1. Enrollment In The Program
To begin the enrollment process, you will submit a complete Program application via our Website. 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 that your Website is unsuitable for the Program. Unsuitable Websites include those that:

* Promote violence;
* Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
* Promote illegal activities or are intended to harass or defame anyone;
* Otherwise violate our intellectual property rights or the intellectual property rights of others.

2. Links On Your Website
Once you have been notified that your Website has been accepted into the Program, we will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and commission fee accrual, we will provide you with special "tagged" link formats to be used in all links between your Website and our Website. You must ensure that each of the links between your Website and our Website properly utilizes such special link formats. Links to our Website placed on your Website pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will only earn commission fees with respect to activity on our Website occurring directly through Special Links. We will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement.

3 Restrictions and Prohibited Activity
You may not:

(a) Purchase or register search engine keywords, AdWords, search terms or other identifying terms or domain names that include the word "IcePoster" or any variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.

(b) Dilute, blur or tarnish the value of our trademarks, and/or products and services. (For example, you are not allowed to say that you offer better and/or more promotions, products and services than IcePoster.com.);

(c) Misrepresent IcePoster.com’s brands including our URL, logos, trademarks and tradenames;

(d) Engage in indiscriminate or unsolicited commercial advertising emails;

(e) Cause or enable any sales to be made that are not in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames or redirects;

(f) Establish or cause to be established any promotion that provides any rewards, points or compensation for sales, or that allows third parties to place Links to our Website or our Website content, without our prior written permission;

(g) Use any existing or future software products or services (including without limitation any computer programming code that is an add-on or bundled with any browser or other host application) that will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner the Web user's access, view or usage of, or other aspect of the Web user's experience at the Website of any affiliate of ours in a manner that causes or otherwise results in a different experience from what was otherwise intended by our affiliate; or

(h) Use any existing or future software products and services that will block, alter, direct, redirect, substitute, insert, append itself to, or otherwise intercept or interfere in any manner with any click through or other traffic-based transaction that originated from the Website of any affiliate of ours with the result of reducing any compensation or other payment earned by or owing to such affiliate.

(i) Redirect URLs in Adsense: Ads that contain Display URLs that automatically redirect to IcePoster.com. Use Bridge Pages: Ads for webpages that act as an intermediary, whose sole purpose is to link or redirect traffic to IcePoster.com. Use Framing: Ads for webpages that replicate the look and feel of a parent site.

If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or violated any of our rules, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

4. Order Processing
We will process product orders placed by customers who follow a Special Link from your Website to our Website. 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 and fulfillment.

We will track sales made to customers who purchase products using Special Links from your Website to our Website and will make available to you reports summarizing this sales activity.

5. Commission Fees
We will pay you (in accordance with Sections 6 and 7 below) commission fees on certain Product sales to third parties. For a Product sale to be eligible to earn a commission fee, the customer must follow a Special Link from your Website to our Website, select and purchase the Product using our automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to us.

6. Commission Fee Schedule

Direct Commissions.

You will earn commission fees based on Qualifying Revenues according to commission percentage schedules established by us from time to time. "Qualifying Revenues" are revenues derived by us from our sales of products such as posters, photos, mousepads as a result of purchases made by visitors to our Website that come directly through a Special Link on your Website.

IcePoster.com pays commissions on a sliding scale. At the end of each month we will add all of your sales together for that month and arrive at your commission percentage for the month according to our commission percentage schedule, which is currently:

Total Sales/Month Commission Percentage: 10%
If the visitor does not purchase immediately, but comes back within 10 days and purchases a product not in response to our own or another’s marketing activities, we still credit you with the sale.

7. Commission Fee Payment
We will pay you commission fees on a monthly basis. 30 days following the end of each calendar month, we will send you a check for the commission fees earned on your Qualifying Revenues during that month.

8. Identifying Yourself As An Affiliate
We will make available to you a small graphic image that identifies your Website as a Program participant. You must display this logo or the phrase "In affiliation with IcePoster.com" somewhere on your Website.

You may not modify the graphic image or text, or any other of our images, in any way.

9. Responsibility For Your Website
You will be solely responsible for the development, operation, and maintenance of your Website and for all materials that appear on your Website.

10. Resale And Special Incentive Restrictions
You may not purchase Products during sessions initiated through the Special Links on your Website for resale or commercial use of any kind.

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 Special Links on your Website to access our Website/

11. 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.

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 Website.Substantive changes include changes in the commission percentage schedule, bonus rates for Websites you recruit, and commission rates for Websites you recruit. If any modification is unacceptable to you, your only recourse is to terminate this Agreement.

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.

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 Program, even if we have been advised of the possibility of such damages.

15. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. 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.