Please review the following agreement. When you have read it, click on the 'I AGREE to the Terms & Agreements, CONTINUE' button on the Sign up page to continue with your application.

Affiliate Agreement Terms and Information

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the DecalDriveway.com Affiliate Program (the "Program"), and the establishment of links from your Web site to the DecalDriveway.com Web site. As used in this Agreement, "we" means (and "us", "our" and "ours" refer to) DecalDriveway.com, "you" (and "your" refers to) the applicant, and "product" means any item offered for sale on the DecalDriveway.com Web site.

BY CLICKING ON THE "I AGREE" BUTTON ON THE SIGN UP PAGE, YOU CONFIRM THAT YOU HAVE THOROUGHLY READ AND UNDERSTAND ALL OF ITS CONTENTS AND AGREE THAT YOU WILL BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

1. Affiliate Program Enrollment
To begin the enrollment process, you will submit a complete Affiliate Program Application via our Web site. We will evaluate your application in good faith and will notify you of your acceptance or rejection via email. We may reject your application if we determine, in our sole discretion, that your site is unsuitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable. If we reject your application, you are welcome to reapply to the Program at any time. We may rely upon the information you supply in the Affiliate Program Application as accurate and complete. If any term or condition contained in the Affiliate Program Application conflicts with the terms of this Agreement, the terms of this Agreement shall govern.

2. Promotion of Our Affiliate Relationship/Agreement Regarding Links
If you qualify and agree to participate as an affiliate site, we will make available to you via (our affiliate login page) a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually as a "Link") which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you see fit and with our consent. The Links will serve to identify your site as a member of the DecalDriveway.com Affiliate Program and will establish a link from your site to ours. The Links may connect to any area of our site. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. You also agree that you will display on your site those graphic or textual images (indicating a Link) that are provided by us, and you will promptly substitute such images with any new images provided by us from time to time throughout the term of this Agreement. If you would like to substitute any of our existing images, you may only after you have emailed us and we have agreed in written consent. Your site shall display such graphic and/or textual images prominently in relevant sections of your site. You shall not alter, modify or expand the Links in any way without our written consent. Each Link connecting users of your site to our site, will in no way alter the look, feel or functionality of our Web site. We have the right, in our sole discretion, to monitor your site at any time to determine if you are in compliance with the terms of this Agreement.

3. Order Processing
We will process product orders placed by customers who follow the Links from your site to the DecalDriveway.com site. We reserve the right, in our sole discretion, to reject orders that do not comply with any requirements that we may periodically establish. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, handling returns and cancellations, shipping and customer service. We will track the volume and amount of sales made to customers who purchase products using Links from your site to the DecalDriveway.com site and will provide you with reports summarizing this sales activity. The form, content and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the Links between your site and our site are created with the HTML tag generator in the affiliate login page. If our product pages change and you have Links that direct visitors to these pages, we will redirect your visitors to an appropriate page automatically.

4. Commissions
Subject to the terms and conditions of this Agreement, we will pay you the following referral commission fees (the "Commission Rate") on all product sales to third parties: 20% commission on monthly affiliate sales. For a product sale to generate a commission, the customer must follow a link from your site to the DecalDriveway.com site, purchase a product using our automated ordering system, accept delivery of the product at the shipping destination, and remit full payment to us. Commission rates will be based on the amount actually paid to us for purchases, excluding amounts collected by us for sales tax, shipping and handling fees, returns, charge-backs, fraud, exchanges, credit card processing fees, returned check fees and other similar charges ("Net Sales"). Commission on returned products and refunds will be deducted from your next monthly payment. The commission rate is subject to change at any time or from time to time, in our sole discretion. We will pay your commission on a monthly basis. Approximately 10-15 days following the end of each month, we will send you a check for the commission earned on the products shipped during that month, less any taxes that we are required by law to withhold. We reserve the right to withhold any monies due to you in the event you violate the terms of this Agreement or this Agreement is terminated for any reason.

5. Policies & Pricing
Customers who buy products through this Affiliate Program will be deemed to be customers of DecalDriveway.com. Accordingly, all DecalDriveway.com rules, policies and operating procedures concerning customer orders, customer service, promotions and product sales apply to these customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for DecalDriveway.com products sold under the Affiliate Program in accordance with our own pricing policies. Product prices and availability may change from time to time. You shall not include price information in any descriptions on your site without our prior written approval. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product on our site. You agree that we shall have no obligation to share any customer information collected by us, including but not limited to the name, address, e-mail address of the customer, or any titles ordered.

6. Non-Exclusive Limited License and Use of DecalDriveway.com Logos and Trademarks
We grant you a non-exclusive, non-transferable, revocable right to access our site through links solely in accordance with the terms of this Agreement, and solely in connection with such links, to use, without the right to sublicense the DecalDriveway.com logo, trademark and similar identifying material (collectively "Licensed Materials") solely for the purpose of linking your site to our site, where your users can purchase DecalDriveway.com products. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent you are a member, in good standing, of the Affiliate Program. You may not make any specific use of any Licensed Materials for purposes other than selling products for DecalDriveway.com, without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays DecalDriveway.com or anyone else negatively. We reserve all of our rights in the Licensed Materials and all other intellectual property rights. We may revoke your license at any time by giving you written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement, and you shall immediately cease using and remove all our Licensed Material from your site and any other of your materials.

7. Non-Exclusive Limited License and Use of Affiliates Logos and Trademarks
You grant to us a non-exclusive license to utilize your name(s), titles, logos and trademarks (collectively the "Affiliate Marks"), and to advertise, market, promote and publicize in any manner under this Agreement, provided that we shall not be required to so advertise, market, promote or publicize. You hereby represent to us that you are the sole and exclusive owner of the Affiliate Marks, and have the right and power to grant us the license to use such items, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) 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.

8. Obligations Regarding Your Web 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 and all related equipment; creating and posting product descriptions on your site and linking those descriptions to our site; the accuracy and appropriateness of materials posted on your site; ensuring that materials posted on your site do not violate any law, rule or regulation, or violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); and ensuring that materials posted on your site are not libelous or otherwise illegal. You hereby agree that your site will not, in any way, copy or resemble the look and feel of the DecalDriveway.com site, nor will you create the impression that your site is our site or is a part of our site. You also hereby agree that your site will not contain any content of our site or any materials which are proprietary to DecalDriveway.com, except (i) with our explicit prior permission, or (ii) materials which are obtained by you via the DecalDriveway.com affiliate login page in accordance with the provisions hereof or the policies or instructions thereon. You further agree that your domain name does not and will not contain the words "DecalDriveway" or "DecalDriveway.com" or any variation thereof and that you will not purchase or otherwise contract with a third party to exploit any of the DecalDriveway.com marks for the purpose of causing your site to appear as a search result or for any other reason. Your site shall not contain any material that is lewd, pornographic, harmful to minors or others, threatening, defamatory, obscene, harassing, or otherwise inappropriate or offensive.. We disclaim all liability and responsibility for such matters. Further, you will indemnify and hold us harmless from all claims, fees, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance and contents of your site.

9. DecalDriveway.com Responsibilities
We will be responsible for providing all information necessary to allow you to make appropriate links from your site to our site. We will be solely responsible for processing every order placed by a customer following a special Link from your site, for tracking the volume and amount of sales generated by your site, for paying your sales commission (as per the terms above) and for providing information to Affiliate Sites on our affiliate login page regarding sales statistics. We will be responsible for order entry, payment processing, shipping and handling, cancellations, returns and related customer service.

10. 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 on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that no overpayment is made. Upon the effective date of termination or expiration of this Agreement, (i)you shall return to us any confidential information and other materials provided to you; (ii)you shall immediately cease to use any of the Licensed Materials, and (iii)the rights and obligations of each party hereunder shall terminate.

11. 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 a change notice posting on our site and/or via email. Modifications may include, but are not limited to, changes in the scope of available referral commissions, commission schedules, payment procedures and Affiliate Program rules. If any modification is unacceptable to you, you agree that your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new agreement on our site will constitute your binding acceptance of the change.

12. Limitation of Liability
We will not be liable for indirect, special, incidental or consequential damages, or any loss revenue, profits, data or site traffic, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and to the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

13. Relationship of Parties
You and DecalDriveway.com 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. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms and conditions of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a valid subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

15. Disclaimers
We make no express or implied warranties with respect to the Affiliate Program or any products sold through the Affiliate 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, 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. Representations and Warranties
You hereby represent and warrant to us the following: (a)This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms. (b)The execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which you are subject, (ii) any order, judgment or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation or other organizational documents, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties. (c)No consent, approval or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery and performance of this Agreement or the taking by you of any other action discussed herein. (d)There is no pending or, to the best of your knowledge, threatened claim, action or proceeding against you, or any affiliate of yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding. (e)Your site shall not contain any material that is lewd, pornographic, harmful to minors or others, threatening, defamatory, obscene, harassing, or otherwise inappropriate or offensive.

17. Indemnification
You acknowledge that by entering into and performing your obligations under this Agreement, we do not assume and should not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of your web site(s). You hereby agree to indemnify, defend and hold harmless DecalDriveway.com and its subsidiaries, affiliates, employees, partners and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including court costs and 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, its development, operation, maintenance and content therein not attributable to us.

18. 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 COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

19. Governing Law
This Agreement will be governed by the laws of the United States and the State of New York, 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 New York, NY, 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.

20. Publicity and SPAM
You may not create, publish, or distribute any items that reference us or the Licensed Materials without first submitting those items to us and receiving our written consent. You may in no way send mass emails or send SPAM promoting any of our products.