Affiliate Agreement

APPLICATION:

Company shall complete and submit the Affiliate Program application to VChase Investment Group, LLC. VChase Investment Group, LLC may accept or reject any Affiliate Program application in its sole discretion. VChase Investment Group, LLC shall notify Company via e-mail if Company's application has been accepted.

GENERAL

This article is a general guide to drafting agreements for affiliate programs, which are one of the fastest growing business models on the Internet. After first discussing the growth of electronic commerce, and presenting traditional online advertising models, the affiliate model will be introduced and discussed. With that as a background, the article will discuss the contract provisions that are unique to affiliate agreements. The article will conclude with a brief discussion of the delivery of affiliate agreements in the online context.

TERM OF THE AGREEMENT

The term of this Agreement will begin upon our acceptance of your Affiliate 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. You are only eligible to earn commission fees on sales occurring during the term, and fees earned through the date of termination. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

RELATIONSHIP OF PARTIES:

Affiliates acknowledge that they are independent contractors and that no partnership, joint venture, agency or employment relationship has or will be created by this agreement.

Affiliate Signing-Up as Sub-Affiliates

We will not tolerate current associate signing themselves up as an sub-affiliates. If you are found in violation, your account will be terminated without any notification from VChase Investment Group, LLC and all referral fees unpaid will become the sole property of VChase Investment Group, LLC.

Obligations Regarding Your Site

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site. 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. Top

PROMOTION OF OUR AFFILIATE RELATIONSHIP

As an Affiliate Site, we will make available to you graphics and banners that you may display on your site. The links will serve to identify your site as a member of our Affiliate Program and will establish a link from your site to ours. Product specific links and order buttons will connect your site directly to our sales transaction area. By utilizing this link, users of your site will be able to order, directly from us, any products that are described or referenced on our site. All Affiliate Sites shall display such graphic images prominently in relevant sections of their site. Each link connecting users of your site to the pertinent area of our site, will in no way alter the look, feel or functionality of our site.Top

LIMATATION OF LIABLITY

In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 9.2. The parties agree that The LinkShare NetworkTM and LinkShare Corporation and its affiliates, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. Top

IDEMNIFICATION

You hereby agree to indemnify and hold harmless Chips & Bits, Inc., and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us. Top

MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. You will be notified by email and a change notice will be posted on our site. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.Top

INDEPENDENT INVESTIGATION

The Affiliate acknowledges that it has reviewed this agreement and agrees to all its terms and conditions. The Affiliate understands that VChase may at any time 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 the Affiliate's Web site. The Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee or statement other than as set forth in this Agreement. Top

DISCLAIMER

We make no express or implied warranties or representations with respect to the Affiliate Program 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. Top

GOVERNING LAW

This Agreement will be governed by the laws of the United States and the State of California, 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 California, 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 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 a provision or any other provision of this Agreement. Top