Overview

This Agreement contains the complete terms and conditions that apply to Affiliate’s participation in the Safe Catch, Inc. Affiliate Program (the “Program”). Carefully read these terms and conditions, which represent a legally binding agreement between Safe Catch Inc., (“We” or “Safe Catch, Inc.”) and you (“you” or “Affiliate”). As used in this Agreement, “Site” means, depending on the context, either Safe Catch, Inc or the website owned or controlled by Affiliate, on which Affiliate will place Links (as defined below) to Safe Catch.com.

1. Enrollment in the Program

Affiliate shall submit a completed Program application through the Safecatchaffiliate.com website to begin the enrollment process. Safe Catch, Inc. will evaluate your application and notify you if the application is accepted or rejected. Safe Catch, Inc. may reject Affiliate’s application for any reason, in Safe Catch, Inc.’s sole discretion, including if Safe Catch, Inc. determines that Affiliate’s Site is unsuitable for the Program. Unsuitable sites include, without limitation, those that contain illegal, offensive, infringing content or content that Safe Catch, Inc. otherwise deems offensive. If Affiliate is accepted into the Program, Affiliate shall notify Safe Catch, Inc. in writing of any significant changes to the content or structure of Affiliate’s Site within ten (10) days of such change(s).

2. Links

For the purposes of this Agreement, “Link(s)” means the code that Safe Catch, Inc. makes available to Affiliate that is used for linking from your Site to web pages on SafeCatch.com, and may include banners, text, search boxes, buttons, or other graphics or devices. All Links used in the Program shall be served by Safe Catch, Inc. Safe Catch, Inc. may, in its sole discretion, consider written requests to use other serving mechanisms, on a case by case basis. Affiliate shall not modify the Links in any way. Safe Catch, Inc. will not be responsible for errors that occur in the tracking of transactions if Affiliate has made or caused any such modification.

3. General Links to Safe Catch.com

Affiliate shall only post Links approved by Safe Catch, Inc. Approved Links will be made available to Affiliate through the Safecatchaffiliate.com website upon Affiliate’s acceptance into the Program. Affiliate may also post on its Site links obtained directly from e-mails and quarterly newsletter received from Safe Catch, Inc., if applicable. Any deviations from the guidelines and treatment described in this Agreement must be approved in advance and in writing by Safe Catch, Inc. Safe Catch, Inc. may at any time, without prior notice, remove the Links described above, require Affiliate to remove the Links, or dynamically replace the Safe Catch, Inc. creative or text with creative or text suitable to Safe Catch, Inc. in Safe Catch, Inc.’s sole discretion.

4. E-mail Links

Affiliate may use Links within e-mails that Affiliate sends to registered users of the Affiliate Site. Use of such Links is subject to all of the requirements and restrictions respecting Links generally as set forth in this Agreement. E-mails making reference to Safe Catch, Inc., that include Links, or that concern any other aspect of the Program, may be sent only to individuals who have elected to receive such e-mails. “Spamming,” including the sending of unsolicited electronic communications, will not be tolerated and may lead to termination of this Agreement. You will not be entitled to any Referral Fees generated through Spamming tactics. Affiliate shall comply with any and all regulations, statutes and applicable laws of the United States or any other state, country or jurisdiction related to e-mail, and/or electronic communications. It is Affiliate’s responsibility to be aware of all such regulations, statutes and laws, such as the CAN-SPAM ACT of 2003.

5. Transaction Processing

Safe Catch, Inc. will process transactions placed by customers who follow Links from Affiliate’s Site to the Safe Catch, Inc. Site. Safe Catch, Inc. reserves the right to reject transactions that do not comply with any reasonable requirements that Safe Catch, Inc. may periodically establish. Safe Catch, Inc. will be responsible for all aspects of transactions processing and fulfillment. Among other things, Safe Catch, Inc. will prepare order forms; process payments, cancellations, and handle customer service. Safe Catch, Inc. will track transactions made with customers who purchase products using Links and generate reports summarizing this sales activity which will be available to Affiliate through the safecatchaffiliate.com website. The form, content, and frequency of the reports are limited to those reports and capabilities available through the Safe Catch, Inc. system. To permit accurate tracking, reporting, and fee accrual, Affiliate shall ensure that Links are properly formatted. Safe Catch, Inc. will not be responsible for improperly formatted Links.

6. Qualified Transactions

Safe Catch, Inc. will pay Referral Fees (as defined below) to Affiliate for products purchased in Qualified Transactions (as defined below). For the purposes of this Agreement, a “Qualified Transaction” means a transaction whereby a customer: (i) uses a Link to enter the Safecatch.com Site; (ii) purchases one or more Safe Catch, Inc. products using Safe Catch, Inc.’s automated purchase system; and (iii) remits full payment to Safe Catch, Inc.. If a customer initially visits the Safecatch.com Site using a Link, any transaction completed by that customer on the Safecatch.com Site within the return day period specified, whether or not via a Link, will count as a Qualified Transaction if it otherwise meets the requirements of this Section and the Agreement.

Safe Catch, Inc. does not accept responsibility for customers who may delete or otherwise not accept cookies used to track return visits to the Safecatch.com Site and cannot be held to honor Referral Fees for such untracked return visits. Safe Catch, Inc. will not pay Referral Fees for any items other products purchased in Qualified Transactions (as defined in this Agreement). This means that Safe Catch, Inc. will not pay you for transactions that, among other things, result from a link directly to Safecatch.com from any Internet site other than your Site, such as from a Sponsored Link as set forth in Section 14 of this Agreement. This also means that you will not be entitled to Referral Fees for products sold that are ultimately returned or refunded.

7. Referral Fees

Referral Fees means the fees Safe Catch, Inc. will pay Affiliate based on the number of Qualified Transactions generated by the Affiliate Site, in accordance with the fee schedule set forth below.

Safe Catch, Inc. will pay Affiliate 10% (ten percent) per product purchased as part of a Qualified Transaction.

Referral Fees will not be paid for any Qualified Transaction during the first 14 days a Safe Catch, Inc. product is available to the public through the Safe Catch, Inc. automated purchase system. This is the clearing period of the products sold on Safecatch.com.

8. Fee Payment

Safe Catch, Inc. will pay Affiliate the Referral Fees after the Affiliate has compiled $50.00 in Referral Fees. After the initial $100.00 milestone, the Affiliate will be paid via PayPal to their Paypal account on a monthly basis. Safe Catch, Inc. pays the Affiliate for the Referral Fees earned on Qualified Transactions that were purchased during the month, less any taxes that Safe Catch, Inc. is required by law to withhold. Safe Catch, Inc. disburses the Affiliate’s commission payments. Affiliate may track the number of Qualified Transactions and associate Referral Fees through Safe Catch, Inc.’s Affiliate Reporting interface. Safe Catch, Inc. does not make any guarantee of a minimum amount of business or that Affiliate will earn any amount of Referral Fees under this Agreement.

9. Policies and Pricing

Customers who buy products through the Program will be deemed to be customers of Safecatch.com. Accordingly, all Safecatch.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to such customers with respect to their transactions at Safecatch.com. We may change our policies and operating procedures at any time consistent with applicable laws. Since prices and availability may vary from time to time, Affiliate may not display Safe Catch, Inc. price information on Affiliate’s Site. Safe Catch, Inc. will use commercially reasonable efforts to present current and accurate information, but cannot guarantee the availability or price of any particular event.

10. Restriction on Client-Owned Events

While Safe Catch, Inc. clients may enroll in the Program, they may not earn commissions on sales of products to their own interests. Attempts to violate this policy constitute a breach of this Agreement and may subject the affiliate to termination.

11. The Safe Catch, Inc. API

Those Affiliates who choose to access the Safe Catch, Inc. API for building referral links as a part of the Program are subject to the Terms and Conditions of the Safe Catch, Inc. API Terms of Use.

12. Promotion of Affiliation with Safe Catch, Inc..com.

Affiliate may not in any manner misrepresent or embellish the relationship between the parties. While Safe Catch, Inc. requests that Affiliate identify itself on its Site as a member of the Safe Catch, Inc. Affiliate Network, Affiliate shall not otherwise engage in any promotions which name Safe Catch, Inc. or imply any relationship or affiliation between the parties including, but not limited to, press releases, marketing materials, offline print advertising or marketing campaigns, media kits, screen shots, graphics altered for co-branding or any other format or media. Any such promotion will be considered grounds for immediate termination of this Agreement and may invoke further legal action.

13. Limited License for the term of this Agreement

Safe Catch, Inc. hereby grants to Affiliate a limited, non-exclusive, non-transferable, revocable license to use and display the Links and to access the Safe Catch, Inc. Site through the Links solely in accordance with the terms of this Agreement, and for the term of this Agreement.

14. Ownership

As between Affiliate and Safe Catch, Inc., Safe Catch, Inc. shall own all right, title and interest, including all Intellectual Property Rights, in and to the Safe Catch, Inc. Site, the Program and the Links. For the purposes of this Agreement “Intellectual Property Rights” means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.

15. Safe Catch, Inc.’s Marketing and Publicity

Safe Catch, Inc. may publicly refer to you, orally or in writing, as an Affiliate and we may publish your name and/or logo (with or without a link to your Application) on our Website, in press releases, and in promotional materials without your prior consent.

16. Responsibility for Affiliate’s Site

Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate’s Site and for all content that appears on such Site. Such responsibility includes, without limitation: (i) the technical operation of Affiliate’s Site and all related equipment; (ii) the accuracy, timeliness and appropriateness of content posted on Affiliate’s Site; (iii) ensuring that posted materials do not violate or infringe upon the rights of any third party; (iv) ensuring that posted content is not libelous or otherwise illegal. Affiliate shall not use any Safe Catch, Inc. proprietary materials in a manner that is disparaging or that otherwise portrays Safe Catch, Inc. in a negative light.

17. Sponsored Links

Affiliate shall not use, procure, bid on, or otherwise arrange for a Sponsored Link (defined below) on any Internet search engine, portal, sponsored advertising service or other search or referral service (a “Service”) which Sponsored Link uses or includes the terms “Safe Catch, Inc.,” “Safecatch.com,” “Safecatchaffiliate.com,” or any other trademarks, trade names, service marks, corporate names, or other similar general intellectual property right owned or licensed by Safe Catch, Inc. or any parent, subsidiary, or other affiliate of Safe Catch, Inc..

18. Indemnity

Affiliate shall defend, indemnify and hold Safe Catch, Inc. harmless from all claims, damages, and expenses (including, without limitation, reasonable attorneys’ fees) relating to: (i) the development, operation, maintenance, and content of Affiliate’s Site; or (ii) breach of this Agreement.

19. Term and Termination

Affiliate’s acceptance of the terms and conditions of this Agreement shall be evidenced by Affiliate’s submission of a completed Program application, provided, however, that this Agreement shall not be effective unless and until Safe Catch, Inc. has accepted Affiliate into the Program. The term of this Agreement will begin upon Safe Catch, Inc.’s acceptance of Affiliate into the Program and will end when terminated by either party (the “Term”). Either party may terminate this Agreement at any time, with or without cause, by giving the other party prior written notice. Upon termination, Affiliate shall promptly remove all Links and Program-related content from Affiliate’s Site. Affiliate is only eligible to earn Referral Fees on Qualified Transactions occurring during the Term (including all steps required for a transaction to be a Qualified Transaction under this Agreement. In the event that an overpayment is made by Safe Catch, Inc., Affiliate agrees to promptly remit such excess payment upon notification by Safe Catch, Inc. Safe Catch, Inc. may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. The definitions contained in this Agreement and sections 12 through 22, shall survive the termination of this Agreement, along with any other provisions that by their express terms do, or by their nature should, survive.

20. Modification

Safe Catch, Inc. 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 the Safe Catch, Inc. Site. If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this agreement. Affiliate’s continued participation in the Program following our posting of a change notice or new agreement on the Safecatch.com Site and/or sending you the change notice via e-mail will constitute binding acceptance of the change.

21. Relationship of Parties

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

22. Limitation of Liability

SAFE CATCH, INC SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, AND REGARDLESS OF THE THEORY OF RECOVERY). SAFE CATCH INC’s TOTAL LIABILITY TO AFFILIATE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE GREATER OF FIVE HUNDRED DOLLARS ($500) OR THE AMOUNTS PAID BY SAFE CATCH, INC TO AFFILIATE DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE FIRST REOCCURRENCE OF EVENTS GIVING RISE TO THE IMPOSITION OF LIABILITY UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS, SO THEY MAY NOT APPLY TO AFFILIATE.

23. Disclaimers

Safe Catch, Inc. makes no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Safe Catch, Inc. makes no representation that the operation of the SafeCatch.com Site will be uninterrupted or error-free, and we will not be liable for any such interruptions or errors.

24. Independent Investigation

Affiliate acknowledges that it has read this Agreement and agrees to all its terms and conditions. Affiliate understands that Safe Catch, Inc. 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 Affiliate’s site. Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representations or statements other than as set forth in this Agreement.

25. Miscellaneous

All rights not expressly granted herein by Safe Catch, Inc. to Affiliate are reserved by Safe Catch, Inc. There are no implied rights.

Any notice provided for or permitted under this Agreement will be treated as having been given when (i) delivered personally, (ii) sent by confirmed telex or fax; (iii) sent by nationally recognized commercial overnight courier with written verification or receipt; or (iv) mailed postage prepaid by certified or registered mail, return receipt requested, to the party to be notified, at the address set forth on Affiliates applicable registration form, in the case of Affiliate, and the address set forth below for Safe Catch, Inc. This provision shall not apply to Section 17, “Modifications.”