Licenses

Non-Exclusive, Limited License to Javda Logo and Trademarks. You agree to display the Javda logo (the "Logo") on your homepage or other promotional location of your Web site. We hereby grant to you a non-exclusive, non-transferable, revocable, limited license to use our Logo, name, url and trademarks in such a manner and to otherwise display our Logo, name, url and trademarks (collectively, the "Licensed Trademarks") on your Web site. You acknowledge and agree that such license is limited and that all right, title, ownership and interest in the Licensed Trademarks shall remain with us at all times. You shall use the Licensed Trademarks in exactly the form provided to you for your use. Your use of such Licensed Trademarks shall comply with any trademark usage policies that we may adopt from time to time. You shall not take any action inconsistent with our ownership of or goodwill associated with the Licensed Trademarks, including, without limitation, applying for registration of any of our trademarks (or any mark similar thereto) anywhere in the world. You agree that any benefits and goodwill arising from your use of the Licensed Trademarks shall inure solely to our benefit. You agree that you shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/ or tarnishes the image and/or reputation of Javda. You also agree that you shall not use the Licensed Trademarks in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Trademarks and all other intellectual property rights. You shall obtain no rights in or to the Licensed Trademarks in the event of the termination of this Agreement. You shall not create, publish, distribute or permit any written materials that make reference to us, without first submitting such material to us and receiving our written consent. We may revoke your license at any time. You shall obtain no rights in and to the Licensed Trademarks in the event of the termination or expiration of this Agreement. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks. You grant us a non-exclusive license to utilize your names, titles, logos, trademarks and urls (collectively, the "Affiliate Trademarks") to advertise, market, promote and publicize in any manner our rights hereunder; provided, however, we shall not be required to advertise, market, promote or publicize your Web site. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant us the license to use the same contemplated in this Agreement and that such grant does not and will not (a) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you or (b) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

Use of Javda Trademarks on Third-Party Web Sites. Affiliate agrees not to bid on Merchant trademarks or variations thereof, including, but not limited to: Javda, or www.javda.com, within any and all pay-for-placement, paid inclusion and other search engines. In addition, Affiliate may not claim to be Javda, Inc. in any pay-for-placement, paid inclusion or other search engines, and must clearly state the nature of the Affiliate relationship. Affiliates violating this policy may be terminated without notice and forfeit all outstanding and future commissions.

Confidentiality

The Links and all User data collected pursuant to this Agreement are, as between us and you, our property and we own all right, title and interest in the Licensed Trademarks (as described in Section 9 above) and User data. During the course of this Agreement, Affiliate may be in possession of or have access to certain confidential, non-public, proprietary, or secret information and material of Javda, including, without limitation, User data or information, information regarding Product sales, and similar data ("Confidential Information") . You agree and acknowledge that this Confidential Information shall at all times be and remain our sole and exclusive property, and you further agree that:

• You will hold all Confidential Information in the strictest confidence, and will protect all Confidential Information from any unauthorized use, disclosure, copying, dissemination or distribution.
• You will not disclose any Confidential Information to any third party without our express prior written consent.
• You will disclose Confidential Information within your organization only to the extent necessary for your compliance with the terms of this Agreement.
• You will treat all Confidential Information with no less than the same degree of care as you accord your own secret or proprietary information.
• You will not utilize the Confidential Information in any way other than in connection with your compliance with this Agreement and your participation in the Affiliate Program. Without limitation on the foregoing, you will not use any Confidential Information for the benefit of any third party or to design, develop, provide or market any other product or service.

Upon termination of this Agreement, you agree to return to us all documents and other tangible materials and copies thereof in your possession containing any Confidential Information. You acknowledge that all Confidential Information is, and shall be, owned solely by us and that the unauthorized disclosure or use of such Confidential Information could cause irreparable harm and significant injury, the extent of which may be difficult to ascertain. Accordingly, you agree that we will have the right to seek an immediate injunction enjoining any breach of this Agreement and shall be entitled to equitable relief in addition to any other remedies at law, including compensatory and consequential damages. The protections afforded to Confidential Information under this Agreement are in addition to, and not in lieu of, the protections afforded under any trade secrets laws, including the Uniform Trade Secrets Act.

Affiliate Partner Responsibilities

You will be solely responsible for the development, technical operation and maintenance of your Web site and for all materials that appear on your Web site. You shall be solely responsible for ensuring that materials posted on your Web site do not violate or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights, and ensuring that materials posted on your Web site are not libelous or otherwise illegal. You must have express written consent to use another party's copyrighted or proprietary material. We disclaim all responsibility if you use another party's copyrighted or other proprietary material in violation of the law. Further, you will indemnify us and hold us harmless from all liability, claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operations, maintenance and contents of your Web site.

Affiliate Representations and Warranties

You hereby represent and warrant to us that this Agreement has been duly executed and validly approved by your authorized agent and that such Agreement has been validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms and that the execution, delivery and performance of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons and neither violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you.

Agreement Term

The term of this Agreement shall begin upon our acceptance of your Online 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. Notice by e-mail to your address on our records is considered sufficient notice for termination of this Agreement. If this Agreement is terminated because (a) you violated the terms of this Agreement or (b) because your Web site is deemed by us to be objectionable (as described in accordance with Section 2 hereof), you are not eligible to receive any Referral Fees or Commission payments, even for Referral Fees or Commissions that you earned prior to the date of your termination. If this Agreement is terminated for any other reason, then you shall be eligible to receive only those Referral Fees and Commissions generated prior to the termination of this Agreement. Referral Fees and Commissions earned through the termination of the Agreement shall remain payable only if the related Product orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable period of time to ensure that the correct amount is paid to you.

Agreement Modification

We may modify any of the terms and conditions contained in these Marketer Specific Terms, at any time and in our sole discretion, by posting a change notice or new agreement on our site. Notice of any change to this Agreement delivered by e-mail, to your address on our records, or the posting of a new agreement on our Web site is considered sufficient notice for notifying you of a modification to these Marketer Specific Terms. Modifications may include, but are not limited to, changes in the scope of available Referral Fees, the Commission schedule, payment procedures and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If a modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change will constitute binding acceptance by you of such change.

Relationship of the Parties to this Agreement

Each party shall act as an independent contractor and nothing set forth 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 15.

Unsolicited Commercial e-mail ("spam")

You understand that the use of unsolicited commercial e-mail ("spam") by affiliates is absolutely prohibited. Your participation in the Javda affiliate program constitutes your specific and unconditional agreement to abide this anti-spam policy. Proper e-mail solicitation, however, can be an important means of advertising your site and your relationship with Javda. The following rules represent best practices, which are permitted under this agreement:

• If an "opt-In" system exists for your line of business and target market, you may use it. (Opt-In systems are those where the user specifically requests to be placed on a mailing list.)
• You may generate your own opt-In list through forms on your web site, as long as you disclose that users will receive e-mailings from you.
• Use of "opt-out" systems are strictly prohibited.
• Use of any lists, whether purchased or created, compiled by means of automated tools are not permitted. This includes, for example, lists developed by scanning UseNet, e-mail archives, or Web pages for e-mail addresses, regardless of whether the scan was "targeted".
• You must use valid e-mail headers at all times.
• You must give the Web address of the opt-in system used and tell the user receiving your mail that such e-mails can be stopped by visiting that opt-in site.
• If anyone contacts you and asks to be removed from your list you will do so within 96 hours and send an e-mail acknowledging the removal.

Violation of these rules will result in the suspension or termination of your affiliate relationship with Javda including the forfeiture of any commissions from the date of the offending e-mailing.

Limitations on Liability

We will have no liability of any sort arising from any interruptions or errors in our Web site. WE WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOST REVENUES, DATA OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Further, our aggregate liability arising under or with respect to this Agreement or the Affiliate Program shall in no event exceed the total amount of Referral Fees and Commissions paid or payable by us to you under this Agreement.

Warranty Disclaimers

WE HEREBY DISCLAIM, AND YOU HEREBY RELEASE US, FROM ANY AND ALL LIABILITY FOR DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS AND/OR OUR WEB SITE. WITHOUT LIMITING THE FOREGOING, THE LINKS, THE LICENSED TRADEMARKS ARE PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTY OR ANY KIND. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO THE AFFILIATE PROGRAM OR ANY PRODUCTS, EXPRESS OR IMPLIED, STATUTORY, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT OUR WEB SITE OR PRODUCTS WILL BE ERROR FREE, FUNCTION WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED. IF AS A MATTER OF LAW WE MAY NOT DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW.

Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF 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 COMPETITIVE 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.

Miscellaneous

This Agreement shall be governed by the laws of the United States and of the State of New York, as applied to agreements made, entered into and performed entirely within the State of New York, notwithstanding your actual state of residence or principal business location. Any action relating to this Agreement must be brought in federal or state courts located in the State of New York and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation or law or otherwise, without our prior written consent, any such purported assignment shall be null and void. Subject to such restriction, this Agreement will be binding upon, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. 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. This Agreement constitutes the entire agreement between the parties regarding its subject matter, supersedes any other agreements or understandings between them, and may only be amended by a writing signed by us.