This agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the SoldierCity Affiliate Program (the "Program") and the establishment of links from your affiliate web site to our web site. As used in this Agreement, "we" means SoldierCity, Inc. and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to SoldierCity's site or to the site that you will use to link to our site.

1. Enrollment in the Program

To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection into the Program. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program for any reason, including, but not limited to, inclusion of content that contains objectionable material, including pornography, explicit language or content, promotion of illegal activities, or discrimination based on race, sex, religion, national origin, physical disability, sexual orientation, or age.

If we reject your application, you are welcome to reapply to the Program at any time.

2. Order Processing

We will process orders placed by customers who follow special links from your site to our site. We reserve the right to reject orders for any reason. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will process order forms, payments, cancellations, and returns as well as handle customer service. We will track sales made to customers who purchase products using special links from your site to our site. Reports will be available online summarizing this sales activity. The form, content, and frequency of these reports may vary from time to time at our discretion. To allow for accurate tracking, reporting, and fee accrual, you must ensure that these these links are properly formatted according to our regulations.

3. Commission Determination

We will pay you referral fees (or commission) on certain product sales to third parties. For a product sale to generate a referral fee, the customer must follow a special link (in the format specified by SoldierCity) from your site to our site, purchase the product from our site, accept delivery of the product, and remit full payment to us. SoldierCity affiliate cookies are set to a minimum of 60 days. This means that you will be eligible for commission on a sale resulting from a link on your site, as long as the sale occurs within 60 days of the customer's initial click on your affiliate link. A customer must have cookies enabled in his or her web browser in order for you to earn credit for a purchase made by that customer. The Program is intended for commercial use only, and you may not purchase products through the Program for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products."

Commission rates will be at least seven percent (7%) of the aggregate amount for "regular" items (i.e. items not classified as "Custom Embroidery" or "premium items"*), actually paid to us by users of your site who purchase products utilizing the special links from your site to our site, excluding amounts collected by us for sales taxes, duties, gift-wrapping, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, credits for returned goods ("Net Sales"), and payments not received due to order cancellations.

* Commission rates will be at least 10% for items in the "Custom Embroidery" section of our site, and 5% for "premium items" including Belleville Boots, Jostens Rings, and other high end silver and gold jewelry.

4. Fee Payment

We will pay you referral fees on a monthly basis based on Net Sales received by us as described in Section 3 above (less any taxes required to be withheld under applicable law). We will send you your referral fees within approximately 15 days of the end of each calendar month. If during any calendar month, commission fees do not exceed twenty-five dollars ($25.00), then the commission fees earned during that calendar month will be accrued and added to the commission fees earned in the subsequent calendar month . Payment will be made in the first calendar month in which the total amount due is greater than $25.00. If a product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next month's payment.

5. Policies and Pricing

Customers who buy products through this Program will be deemed to be customers of SoldierCity. Accordingly, all our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any product.

6. Linking to Our Site

We will make available to you a variety of "anchor text" options. You must use one of the phrases we provide on a live, navigable page of your site. In addition, you are free to use additional links with the text and/or image(s) of your choice (as long as we find them to properly represent SoldierCity). You may link to our homepage and/or any product or category page on our site.

7. Your Responsibilities

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. You will also be solely responsible for ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights). We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance, and contents of your site.

8. Publicity

You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent, which we agree shall not be unreasonably withheld.

9. Limited License

We grant you a non-exclusive, non-transferable, revocable right to use our logos, trade names, and similar identifying material relating to us for the sole purpose of identifying your site as a Program participant and to assist in generating product sales. You may not alter, modify, or change the identifying materials in any way. You are only entitled to use the identifying materials to the extent that you are a member in good standing of the Program.

10. Terms of the Agreement

The terms 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. You are only eligible to receive referral fees on sales of Qualifying Products occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

11. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and 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 referral fees, fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, 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 binding acceptance of the change.

12. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representation, 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.

13. Disclaimers

We make 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, merchantibility, noninfringement, 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.

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. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

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 WEB SITES THAT ARE SIMILAR TO OR COMPETE 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.

16. Governing Law

This Agreement will be covered by the laws of the United States and the State of New Jersey, 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 Camden County, New Jersey, 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 rights to subsequently enforce such a provision or any other provision of this Agreement.

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